Exhibit 4(az)


 


 



 


NEXTERA ENERGY CAPITAL HOLDINGS, INC.,


Issuer


 


AND


 


NEXTERA ENERGY, INC.,


Guarantor


 


TO


 


THE
BANK OF NEW YORK MELLON,


Trustee


 

 


 


Indenture


(For Unsecured Subordinated1
Debt Securities)


 


Dated as of _____________, ____


 


 



 


 


 



1
For use in connection with subordinated debt securities and junior subordinated debt securities.


 




     


     


    

 


TABLE OF CONTENTS


 


	RECITAL OF THE COMPANY	1
	 	 	 
	RECITAL OF THE GUARANTOR	1
	 	 	 
	ARTICLE One Definitions and Other Provisions of General Application	1
	 	 	 
	section 101.	Definitions.	1
	 	“Act,”	2
	 	“Affiliate”	2
	 	“Authenticating Agent”	2
	 	“Authorized Officer”	2
	 	“Board of Directors”	2
	 	“Board Resolution”	2
	 	“Business Day,”	3
	 	“Commission”	3
	 	“Company”	3
	 	“Company Order” or “Company Request”	3
	 	“Corporate Trust Office”	3
	 	“Corporation”	3
	 	“Defaulted Interest”	3
	 	“Discount Security”	3
	 	“Dollar” or “$”	3
	 	“Eligible Obligations”	3
	 	“Event of Default”	3
	 	“Exchange Act”	4
	 	“Governmental Authority”	4
	 	“Government Obligations”	4
	 	“Guarantee”	4
	 	“Guarantor”	4
	 	“Guarantor Order” or “Guarantor Request”	4
	 	“Holder”	4
	 	“Indenture”	4
	 	“Interest Payment Date,”	4
	 	“Investment Securities”	5
	 	“Maturity,”	5
	 	“Notice of Default”	5
	 	“Officer’s Certificate”	5
	 	“Opinion of Counsel”	5
	 	“Outstanding,”	5
	 	“Pari Passu Securities”	7
	 	“Paying Agent”	7
	 	“Periodic Offering”	7
	 	“Person”	7
	 	“Place of Payment,”	7
	 	“Predecessor Security”	7
	 	“Redemption Date,”	7
	 	“Redemption Price,”	7


 




     


     


    

 


	 	“Regular Record Date”	7
	 	“Required Currency”	7
	 	“Responsible Officer,”	7
	 	“Securities”	8
	 	“Securities Act”	8
	 	“Security Register” and “Security Registrar”	8
	 	“Senior Indebtedness”	8
	 	“Special Record Date”	8
	 	“Stated Interest Rate”	8
	 	“Stated Maturity,”	8
	 	“Tranche”	8
	 	“Trust Indenture Act”	8
	 	“Trustee”	8
	 	“United States”	8
	section 102.	Compliance Certificates and Opinions.	9
	section 103.	Form of Documents Delivered to Trustee.	9
	section 104.	Acts of Holders.	10
	section 105.	Notices, etc. to Trustee, Company and Guarantor.	11
	section 106.	Notice to Holders of Securities; Waiver.	13
	section 107.	Conflict with Trust Indenture Act.	13
	section 108.	Effect of Headings and Table of Contents.	13
	section 109.	Successors and Assigns.	13
	section 110.	Separability Clause.	14
	section 111.	Benefits of Indenture.	14
	section 112.	Governing Law.	14
	section 113.	Legal Holidays.	14
	section 114.	Investment of Cash Held by Trustee.	14
	section 115.	Force Majeure.	15
	section 116.	Waiver of Jury Trial.	15
	section 117.	Compliance with Applicable Tax Law.	15
	 	 	 
	ARTICLE Two Security Forms	15
	 	 	 
	section 201.	Forms Generally.	15
	section 202.	Form of Trustee’s Certificate of Authentication.	16
	 	 	 
	ARTICLE Three The Securities	16
	 	 	 
	section 301.	Amount Unlimited; Issuable in Series.	16
	section 302.	Denominations.	20
	section 303.	Execution, Authentication, Delivery and Dating.	20
	section 304.	Temporary Securities.	22
	section 305.	Registration, Registration of Transfer and Exchange.	22
	section 306.	Mutilated, Destroyed, Lost and Stolen Securities.	24
	section 307.	Payment of Interest; Interest Rights Preserved.	25
	section 308.	Persons Deemed Owners.	26
	section 309.	Cancellation by Security Registrar.	26
	section 310.	Computation of Interest.	26
	section 311.	Payment to Be in Proper Currency.	27
	section 312.	Extension of Interest Payment.	27
	section 313.	CUSIP Numbers.	27


 




     


     


    

 


	ARTICLE Four Redemption of Securities	27
	 	 	 
	section 401.	Applicability of Article.	27
	section 402.	Election to Redeem; Notice to Trustee.	27
	section 403.	Selection of Securities to Be Redeemed.	28
	section 404.	Notice of Redemption.	28
	section 405.	Securities Payable on Redemption Date.	29
	section 406.	Securities Redeemed in Part.	30
	 	 	 
	ARTICLE Five Sinking Funds	30
	 	 	 
	section 501.	Applicability of Article.	30
	section 502.	Satisfaction of Sinking Fund Payments with Securities.	30
	section 503.	Redemption of Securities for Sinking Fund.	31
	 	 	 
	ARTICLE Six Covenants	31
	 	 	 
	section 601.	Payment of Principal, Premium and Interest.	31
	section 602.	Maintenance of Office or Agency.	31
	section 603.	Money for Securities Payments to Be Held in Trust.	32
	section 604.	Corporate Existence.	33
	section 605.	Maintenance of Properties.	33
	section 606.	Annual Officer’s Certificate as to Compliance.	34
	section 607.	Waiver of Certain Covenants.	34
	 	 	 
	ARTICLE Seven Satisfaction and Discharge	34
	 	 	 
	section 701.	Satisfaction and Discharge of Securities.	34
	section 702.	Satisfaction and Discharge of Indenture.	36
	section 703.	Application of Trust Money.	37
	 	 	 
	ARTICLE Eight Events of Default; Remedies	37
	 	 	 
	section 801.	Events of Default.	37
	section 802.	Acceleration of Maturity; Rescission and Annulment.	39
	section 803.	Collection of Indebtedness and Suits for Enforcement by Trustee.	40
	section 804.	Trustee May File Proofs of Claim.	40
	section 805.	Trustee May Enforce Claims Without Possession of Securities.	41
	section 806.	Application of Money Collected.	41
	section 807.	Limitation on Suits.	42
	section 808.	Unconditional Right of Holders to Receive Principal, Premium and Interest.	42
	section 809.	Restoration of Rights and Remedies.	42
	section 810.	Rights and Remedies Cumulative.	43
	section 811.	Delay or Omission Not Waiver.	43
	section 812.	Control by Holders of Securities.	43
	section 813.	Waiver of Past Defaults.	43
	section 814.	Undertaking for Costs.	44
	section 815.	Waiver of Usury, Stay or Extension Laws.	44


 




     


     


    

 


	ARTICLE Nine The Trustee	44
	 	 	 
	section 901.	Certain Duties and Responsibilities.	44
	section 902.	Notice of Defaults.	45
	section 903.	Certain Rights of Trustee.	46
	section 904.	Not Responsible for Recitals or Issuance of Securities.	47
	section 905.	May Hold Securities.	47
	section 906.	Money Held in Trust.	47
	section 907.	Compensation and Reimbursement.	47
	section 908.	Disqualification; Conflicting Interests.	48
	section 909.	Corporate Trustee Required; Eligibility.	48
	section 910.	Resignation and Removal; Appointment of Successor.	49
	section 911.	Acceptance of Appointment by Successor.	50
	section 912.	Merger, Conversion, Consolidation or Succession to Business.	51
	section 913.	Preferential Collection of Claims Against Company.	52
	section 914.	Co-trustees and Separate Trustees.	52
	section 915.	Appointment of Authenticating Agent.	53
	 	 	 
	ARTICLE Ten Holders’ Lists and Reports by Trustee, Company and Guarantor	55
	 	 	 
	section 1001.	Lists of Holders.	55
	section 1002.	Reports by Trustee, Company and Guarantor.	55
	 	 	 
	ARTICLE Eleven Consolidation, Merger, Conveyance or Other Transfer	55
	 	 	 
	section 1101.	Company or Guarantor May Consolidate, etc., Only on Certain Terms.	55
	section 1102.	Successor Entity Substituted.	56
	section 1103.	Limitation.	56
	 	 	 
	ARTICLE Twelve Supplemental Indentures	57
	 	 	 
	section 1201.	Supplemental Indentures Without Consent of Holders.	57
	section 1202.	Supplemental Indentures With Consent of Holders.	58
	section 1203.	Execution of Supplemental Indentures.	60
	section 1204.	Effect of Supplemental Indentures.	60
	section 1205.	Conformity With Trust Indenture Act.	60
	section 1206.	Reference in Securities to Supplemental Indentures.	60
	section 1207.	Modification Without Supplemental Indenture.	61
	 	 	 
	ARTICLE Thirteen Meetings of Holders; Action Without Meeting	61
	 	 	 
	section 1301.	Purposes for Which Meetings May Be Called.	61
	section 1302.	Call, Notice and Place of Meetings.	61
	section 1303.	Persons Entitled to Vote at Meetings.	62
	section 1304.	Quorum; Action.	62
	section 1305.	Attendance at Meetings; Determination of Voting Rights; Conduct and Adjournment of Meetings.	63
	section 1306.	Counting Votes and Recording Action of Meetings.	63
	section 1307.	Action Without Meeting.	64


 




     


     


    

 


	ARTICLE Fourteen Guarantee	64
	 	 	 
	section 1401.	Guarantee.	64
	section 1402.	Guarantee Subordinate to Senior Indebtedness of the Guarantor.	65
	section 1403.	Payment Over of Proceeds of Securities.	66
	section 1404.	Disputes with Holders of Certain Senior Indebtedness of the Guarantor.	67
	section 1405.	Subrogation.	68
	section 1406.	Obligation of the Guarantor Unconditional.	68
	section 1407.	Priority of Senior Indebtedness of the Guarantor Upon Maturity.	68
	section 1408.	Trustee as Holder of Senior Indebtedness of the Guarantor.	69
	section 1409.	Notice to Trustee to Effectuate Subordination.	69
	section 1410.	Modification, Extension, etc. of Senior Indebtedness of the Guarantor.	69
	section 1411.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Guarantor.	70
	section 1412.	Paying Agents Other Than the Trustee.	70
	section 1413.	Rights of Holders of Senior Indebtedness of the Guarantor Not Impaired.	70
	section 1414.	Effect of Subordination Provisions; Termination.	70
	section 1415.	Execution and Delivery of Guarantee.	70
	 	 	 
	ARTICLE Fifteen Subordination of Securities	71
	 	 	 
	section 1501.	Securities Subordinate to Senior Indebtedness of the Company.	71
	section 1502.	Payment Over of Proceeds of Securities.	71
	section 1503.	Disputes with Holders of Certain Senior Indebtedness of the Company.	73
	section 1504.	Subrogation.	73
	section 1505.	Obligation of the Company Unconditional.	73
	section 1506.	Priority of Senior Indebtedness of the Company Upon Maturity.	74
	section 1507.	Trustee as Holder of Senior Indebtedness of the Company; Preservation of Trustee’ Rights.	74
	section 1508.	Notice to Trustee to Effectuate Subordination.	75
	section 1509.	Modification, Extension, etc. of Senior Indebtedness of the Company.	75
	section 1510.	Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of the Company.	75
	section 1511.	Paying Agents Other Than the Trustee.	75
	section 1512.	Rights of Holders of Senior Indebtedness of the Company Not Impaired.	76
	section 1513.	Effect of Subordination Provisions; Termination.	76
	 	 	 
	ARTICLE Sixteen Immunity of Incorporators, Stockholders, Officers and Directors	76
	 	 	 
	section 1601.	Liability Solely Corporate.	76


 




     


     


    

 


NEXTERA ENERGY CAPITAL HOLDINGS, INC.


 


Reconciliation and tie between Trust Indenture
Act of 1939


and Indenture, dated as of _____________,
____


 


	Trust Indenture Act Section	Indenture Section
	 	 	 
	§310	(a)(1)	909
	 	(a)(2)	909
	 	(a)(3)	914(b)
	 	(a)(4)	Not Applicable
	 	(b)	908
	 	 	910
	§311	(a)	913
	 	(b)	913
	 	§312 (a)	1001
	 	(b)	1001
	 	(c)	1001
	§313	(a)	1002
	 	(b)	1002
	 	(c)	1002
	 	(d)	1002
	§314	(a)	1002
	 	(a)(4)	606
	 	(b)	Not Applicable
	 	(c)(1)	102
	 	(c)(2)	102
	 	(c)(3)	Not Applicable
	 	(d)	Not Applicable
	 	(e)	102
	§315	(a)	901
	 	 	903
	 	(b)	902
	 	(c)	901
	 	(d)	901
	 	(e)	814
	§316	(a)	812
	 	 	813
	 	(a)(1)(A)	802
	 	 	812
	 	(a)(1)(B)	813
	 	(a)(2)	Not Applicable
	 	(b)	808
	§317	(a)(1)	803
	 	(a)(2)	804
	 	(b)	603
	§318	(a)	107


 


		Note:	This reconciliation and tie shall not, for any purpose,
be deemed to be a part of this Indenture.



 




     


     


    

 


SUBORDINATED INDENTURE,
dated as of ____________________, among NextEra Energy Capital Holdings, Inc.,
a corporation duly organized and existing under the laws of the State of Florida (herein called the “Company”), having
its principal office at 700 Universe Boulevard, Juno Beach, Florida 33408, NextEra Energy,
Inc., a corporation duly organized and existing under the laws of the State of Florida (herein called the “Guarantor”),
having its principal office at 700 Universe Boulevard, Juno Beach, Florida 33408, and The
Bank of New York Mellon, a New York banking corporation having its principal corporate trust office at __________________________________________,
as Trustee (herein called the “Trustee”).


 


RECITAL OF THE COMPANY


 


The Company has duly authorized
the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured subordinated debentures,
notes or other evidences of indebtedness (herein called the “Securities”), in an unlimited aggregate principal amount
to be issued in one or more series as contemplated herein, with Guarantees endorsed thereon; and all acts necessary to make this
Indenture a valid agreement of the Company, in accordance with its terms, have been performed and all acts necessary to make this
Indenture a valid agreement of the Company have been performed.


 


RECITAL OF THE GUARANTOR


 


The Guarantor has duly authorized
the execution and delivery of this Indenture to provide for the guarantee of the Securities provided for herein; and all acts necessary
to make this Indenture a valid agreement of the Guarantor, in accordance with its terms, have been performed.


 


For all purposes of this
Indenture, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.


 


NOW, THEREFORE, THIS INDENTURE
WITNESSETH:


 


For and in consideration
of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal
and proportionate benefit of all Holders of the Securities or of any series thereof, as follows:


 


ARTICLE
One


 


Definitions
and Other Provisions of General Application


 


section
101.        Definitions.


 


For all purposes of this
Indenture, except as otherwise expressly provided or unless the context otherwise requires:


 


(a)          the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;


 


(b)          all
terms used herein without definition which are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein;


 




     


     


    

 


(c)          all
accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly provided, the term “generally accepted accounting
principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as
are generally accepted in the United States at the date of such computation or, at the election of the Company from time to time,
at the date of the execution and delivery of this Indenture; provided, however, that in determining
generally accepted accounting principles applicable to the Company, the Company shall, to the extent required, conform to any order,
rule or regulation of any administrative agency, regulatory authority or other governmental body having jurisdiction over the Company;


 


(d)          the
words “herein”, “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and


 


(e)          unless
the context otherwise requires, any reference to an “Article” or a “Section” refers to an
Article or a Section, as the case may be, of this Indenture.


 


Certain terms, used principally
in Article Nine, are defined in that Article.


 


“Act,” when
used with respect to any Holder of a Security, has the meaning specified in Section 104.


 


“Affiliate”
of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person. For the purposes of this definition, “control” when
used with respect to any specified Person means the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing.


 


“Authenticating
Agent” means any Person (other than the Company or an Affiliate of the
Company) authorized by the Trustee pursuant to Section 915 to act on behalf of the Trustee to authenticate one
or more series of Securities.


 


“Authorized
Officer” means the Chairman of the Board, the Chief Executive Officer,
the President, any Vice President, the Treasurer, any Assistant Treasurer, the Secretary, any Assistant Secretary or any
other officer, manager or agent of the Company or the Guarantor, as the case requires, duly authorized by their respective
Board of Directors to act in respect of matters relating to this Indenture.


 


“Board of Directors” means either the board of
directors of the Company or the Guarantor, as the case requires, or any committee of that board duly authorized to act in respect
of matters relating to this Indenture, or the equivalent governing body of an entity, or any committee, corporation, individual
or group of individuals duly authorized to act for such entity in respect of matters relating to this Indenture.


 


“Board
Resolution” means a copy of a resolution certified by the Secretary or
an Assistant Secretary or by another Authorized Officer of the Company or the Guarantor, as the case requires, to have been
duly adopted by the Board of Directors of the Company or the Guarantor, as the case requires, and to be in full force and
effect on the date of such certification, and delivered to the Trustee.


 




    	-2-



     


    

 


“Business
Day,” when used with respect to a Place of Payment or any other
particular location specified in the Securities or this Indenture, means any day, other than a Saturday or Sunday, which is
not a day on which banking institutions or trust companies in such Place of Payment or other location are generally
authorized or required by law, regulation or executive order to remain closed, except as may be otherwise specified as
contemplated by Section 301.


 


“Commission” 


means the Securities and
Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the date of execution
and delivery of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body, if any, performing such duties at such time.


 


“Company” means
the Person named as the “Company” in the first paragraph of this Indenture until a successor
Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company”
shall mean such successor Person.


 


“Company
Order” or “Company Request” mean, respectively a written
order or request signed in the name of the Company by an Authorized Officer and delivered to the Trustee.


 


“Corporate
Trust Office” means the corporate trust office of the Trustee at which,
at any particular time, its corporate trust business shall be principally administered, which office at the date hereof is
located at ____________, ____________, ____________ ____________, or such other address as the Trustee may designate from
time to time by notice to the Holders and the Company; provided that copies of all notices and any other
documents delivered to the Corporate Trust Office shall also be sent to the Trustee pursuant to the requirements of Section
105.


 


“Corporation” means
a corporation, association, bank, company, limited liability company, joint stock company, statutory trust, or other
business entity, and references to “corporate” and other derivations of “corporation” herein shall be
deemed to include appropriate derivations of such entities.


 


“Defaulted
Interest” has the meaning specified in Section 307.


 


“Discount
Security” means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section
802. The term “interest” with respect to a Discount Security means interest, if any, borne by such
Security at a Stated Interest Rate.


 


“Dollar”
or “$” means a dollar or other equivalent unit in such coin or
currency of the United States as at the time shall be legal tender for the payment of public and private debts.


 


“Eligible Obligations” 


means:


 


(a)          with
respect to Securities denominated in Dollars, Government Obligations or, if specified pursuant to Section 301 with
respect to any Securities, other Investment Securities; or


 


(b)          with
respect to Securities denominated in a currency other than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Securities, as contemplated by Section 301.


 


“Event of
Default” has the meaning specified in Section 801.


 




    	-3-



     


    

 


“Exchange
Act” means the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time, or any successor legislation.


 


“Governmental
Authority” means the government of the United States or of any State or
Territory thereof or of the District of Columbia or of any county, municipality or other political subdivision of any of the
foregoing, or any department, agency, authority or other instrumentality of any of the foregoing.


 


“Government
Obligations” means:


 


(a)          direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States and
entitled to the benefit of the full faith and credit thereof; and


 


(b)          certificates,
depositary receipts or other instruments which evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect thereof; provided, however,
that the custodian of such obligations or specific interest or principal payments shall be a bank or trust company (which may include
the Trustee or any Paying Agent) subject to Federal or state supervision or examination with a combined capital and surplus of
at least $50,000,000; and provided, further, that except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates, depositary receipts or other instruments the full amount
received by such custodian in respect of such obligations or specific payments and shall not be permitted to make any deduction
therefrom.


 


“Guarantee” means
any guarantee of the Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture and shall
include the guarantee set forth in Section 1401.


 


“Guarantor” means
the Person named as “Guarantor” in the first paragraph of this Indenture until a successor Person
shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Guarantor” shall
include such successor Person.


 


“Guarantor Order”
or “Guarantor Request” mean, respectively, a written order or request, as the case may be, signed in the
name of the Guarantor by an Authorized Officer of the Guarantor and delivered to the Trustee.


 


“Holder” means
a Person in whose name a Security is registered in the Security Register.


 


“Indenture” means
this instrument as originally executed and delivered and as it may from time to time be supplemented or amended by one or
more indentures or other instruments supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental indenture or other instrument, the provisions of the
Trust Indenture Act that are deemed to be a part of and govern this Indenture and any such supplemental indenture or such
other instrument, respectively. The term “Indenture” shall also include the terms of particular series of
Securities established as contemplated by Section 301.


 


“Interest
Payment Date,” when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.


 




    	-4-



     


    

 


“Investment
Securities” means any of the following obligations or securities on
which neither the Company, any other obligor on the Securities nor any Affiliate of either is the obligor: (a) Government
Obligations; (b) interest-bearing deposit accounts (which may be represented by certificates of deposit) in any national
or state bank (which may include the Trustee or any Paying Agent) or savings and loan association which has outstanding
securities rated by a nationally-recognized rating organization in either of the two (2) highest rating categories
(without regard to modifiers) for short-term securities or in any of the three (3) highest rating categories (without regard
to modifiers) for long-term securities; (c) bankers’ acceptances drawn on and accepted by any commercial bank (which
may include the Trustee or any Paying Agent) which has outstanding securities rated by a nationally-recognized
rating organization in either of the two (2) highest rating categories (without regard to modifiers) for short-term
securities or in any of the three (3) highest rating categories (without regard to modifiers) for long-term securities;
(d) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, any
State or Territory of the United States or the District of Columbia, or any political subdivision of any of the foregoing,
which are rated by a nationally-recognized rating organization in either of the two (2) highest rating categories (without
regard to modifiers) for short-term securities or in any of the three (3) highest rating categories (without regard to
modifiers) for long-term securities; (e) bonds or other obligations of any agency or instrumentality of the United
States; (f) corporate debt securities which are rated by a nationally-recognized rating organization in either of the two (2)
highest rating categories (without regard to modifiers) for short-term securities or in any of the three (3) highest rating
categories (without regard to modifiers) for long-term securities; (g) repurchase agreements with respect to any of the
foregoing obligations or securities with any banking or financial institution (which may include the Trustee or any Paying
Agent) which has outstanding securities rated by a nationally-recognized rating organization in either of the two (2) highest
rating categories (without regard to modifiers) for short-term securities or in any of the three (3) highest rating
categories (without regard to modifiers) for long-term securities; (h) securities issued by any regulated investment
company (including any investment company for which the Trustee or any Paying Agent is the advisor), as defined in
Section 851 of the Internal Revenue Code of 1986, as amended, or any successor section of such Code or successor federal
statute, provided that the portfolio of such investment company is limited to obligations or securities of the
character and investment quality contemplated in clauses (a) through (f) above and repurchase agreements which
are fully collateralized by any of such obligations or securities; and (i) any other obligations or securities which may
lawfully be purchased by the Trustee in its capacity as such.


 


“Maturity,” when
used with respect to any Security, means the date on which the principal of such Security or an installment of principal
becomes due and payable as provided in such Security or in this Indenture, whether at the Stated Maturity, by declaration of
acceleration, upon call for redemption or otherwise.


 


“Notice of
Default” means a written notice of the kind specified in Section
801(c).


 


“Officer’s
Certificate” means a certificate signed by an Authorized Officer of the
Company or the Guarantor, as the case requires, and delivered to the Trustee. An Officer’s Certificate of the Company
may be combined with an Officer’s Certificate of the Guarantor if signed by Authorized Officers of the Company and the
Guarantor.


 


“Opinion of
Counsel” means a written opinion of counsel, who may be counsel for the
Company or the Guarantor or an Affiliate of the Company or the Guarantor, or an individual who is an employee or an Affiliate
of the Company or the Guarantor, and who shall be reasonably acceptable to the Trustee.


 


“Outstanding,” when
used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and
delivered under this Indenture, except:


 




    	-5-



     


    

 


(a)          Securities
theretofore paid, redeemed, canceled or delivered to the Security Registrar for cancellation;


 


(b)          Securities
deemed to have been paid for all purposes of this Indenture in accordance with Section 701 (whether or not the Company’s
indebtedness in respect thereof shall be satisfied and discharged for any other purpose); and


 


(c)          Securities
which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated
and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it and the Company that such Securities are held by a protected purchaser or purchasers, as this
term is defined in the Uniform Commercial Code of the State of New York as in effect on the date of the execution and delivery
of this Indenture, in whose hands such Securities are valid obligations of the Company;


 


provided, however,
that in determining whether or not the Holders of the requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request, demand, authorization, direction, notice, consent
or waiver hereunder or whether or not a quorum is present at a meeting of Holders of Securities,


 


(x) Securities
owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor (unless
the Company, such Affiliate or such obligor owns all Securities Outstanding under this Indenture, or all Outstanding Securities
of each such series and each such Tranche, as the case may be, determined without regard to this clause (x)) shall
be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or waiver or upon any such determination as to the presence
of a quorum, only Securities which the Trustee knows to be so owned shall be so disregarded; provided, however,
that Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the
Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor;


 


(y) the principal
amount of a Discount Security that shall be deemed to be Outstanding for such purposes shall be the amount of the principal thereof
that would be due and payable as of the date of such determination upon a declaration of acceleration of the Maturity thereof pursuant
to Section 802; and


 


(z) the principal
amount of any Security which is denominated in a currency other than Dollars or in a composite currency that shall be deemed to
be Outstanding for such purposes shall be the amount of Dollars which could have been purchased by the principal amount (or, in
the case of a Discount Security, the Dollar equivalent on the date determined as set forth below of the amount determined as provided
in (y) above) of such currency or composite currency evidenced by such Security, in each such case certified to the Trustee in
an Officer’s Certificate of the Company, based (i) on the average of the mean of the buying and selling spot rates quoted
by three banks which are members of the New York Clearing House Association selected by the Company in effect at 11:00 A.M.
(New York time) in The City of New York on the fifth Business Day preceding any such determination or (ii) if on such fifth Business
Day it shall not be possible or practicable to obtain such quotations from such three banks, on such other quotations or alternative
methods of determination which shall be as consistent as practicable with the method set forth in (i) above;


 




    	-6-



     


    

 


provided, further,
that, in the case of any Security the principal of which is payable from time to time without presentment or surrender, the principal
amount of such Security that shall be deemed to be Outstanding at any time for all purposes of this Indenture shall be the original
principal amount thereof less the aggregate amount of principal thereof theretofore paid.


 


“Pari Passu Securities”


 


[definition to be inserted]


 


“Paying
Agent” means any Person, including the Company or the Guarantor,
authorized by the Company or the Guarantor to pay the principal of and premium, if any, or interest, if any, on any
Securities on behalf of the Company or the Guarantor.


 


“Periodic
Offering” means an offering of Securities of a series from time to time
any or all of the specific terms of which Securities, including without limitation the rate or rates of interest or formula
for determining the rate or rates of interest, if any, thereon, the Stated Maturity or Maturities thereof and the redemption
provisions, if any, with respect thereto, are to be determined by the Company or its agents upon the issuance of such
Securities.


 


“Person” means
a legal person, including any individual, Corporation, estate, partnership, joint venture, unincorporated association or
government, or any agency or political subdivision thereof or any other entity of whatever nature.


 


“Place of
Payment,” when used with respect to the Securities of any series, or any
Tranche thereof, means the place or places, specified as contemplated by Section 301, at which, subject to Section
602, principal of and premium, if any, and interest, if any, on the Securities of such series or Tranche are
payable.


 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed (to the extent lawful) to evidence the same debt as the
mutilated, destroyed, lost or stolen Security.


 


“Redemption
Date,” when used with respect to any Security to be redeemed, means the
date fixed for such redemption by or pursuant to this Indenture.


 


“Redemption
Price,” when used with respect to any Security to be redeemed, means the
price at which it is to be redeemed pursuant to this Indenture, exclusive of accrued and unpaid interest.


 


“Regular
Record Date” for the interest payable on any Interest Payment Date on
the Securities of any series means the date specified for that purpose as contemplated by Section 301.


 


“Required
Currency” has the meaning specified in Section 311.


 


“Responsible
Officer,” when used with respect to the Trustee, means any officer
within the corporate trust department of the Trustee, including any director, vice president, assistant vice president, trust
officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such
person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the
administration of this Indenture.


 




    	-7-



     


    

 


“Securities” has
the meaning stated in the first recital of this Indenture and more particularly means any securities authenticated and
delivered under this Indenture.


 


“Securities
Act” means the Securities Act of 1933, as amended, or any successor
statute, as in effect at such time as of any time.


 


“Security
Register” and “Security Registrar” have the respective
meanings specified in Section 305.


 


“Senior Indebtedness”
 [definition to be inserted]


 


“Special
Record Date” for the payment of any Defaulted Interest on the Securities
of any series means a date fixed by the Trustee pursuant to Section 307.


 


“Stated
Interest Rate” means a rate (whether fixed or variable) at which an
obligation by its terms is stated to bear simple interest. Any calculation or other determination to be made under this
Indenture by reference to the Stated Interest Rate on a Security shall be made without regard to the effective interest cost
to the Company of such Security and without regard to the Stated Interest Rate on, or the effective cost to the Company of,
any other indebtedness in respect of which the Company’s obligations are evidenced or secured in whole or in part by
such Security.


 


“Stated
Maturity,” when used with respect to any Security or any obligation or
any installment of principal thereof or interest thereon, means the date on which the principal of such obligation or such
installment of principal or interest is stated in such Security to be due and payable (without regard to any provisions for
redemption, prepayment, acceleration, purchase or extension).


 


“Tranche” means
a group of Securities which (a) are of the same series and (b) have identical terms except as to principal amount and/or
date of issuance.


 


“Trust
Indenture Act” means, as of any time, the Trust Indenture Act of 1939,
as amended, or any successor statute, as in effect at such time.


 


“Trustee” means
the Person named as the “Trustee” in the first paragraph of this Indenture until a successor
Trustee shall have become such with respect to one or more series of Securities pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at
any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall
mean the Trustee with respect to Securities of that series.


 


“United
States” means the United States of America, its Territories, its
possessions and other areas subject to its political jurisdiction.


 




    	-8-



     


    

 


section
102.        Compliance Certificates and Opinions.


 


Except as otherwise expressly
provided in this Indenture, upon any application or request by the Company or the Guarantor to the Trustee to take any action under
any provision of this Indenture, the Company and the Guarantor shall each furnish to the Trustee an Officer’s Certificate
stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action (including any covenants
compliance with which constitutes a condition precedent) have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to
such particular application or request, no additional certificate or opinion need be furnished.


 


Every certificate or opinion
with respect to compliance with a condition or covenant provided for in this Indenture shall include:


 


(a)          a
statement that each Person signing such certificate or opinion has read such covenant or condition and the definitions herein relating
thereto;


 


(b)          a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such certificate or opinion are based;


 


(c)          a
statement that, in the opinion of each such Person, such Person has made such examination or investigation as is necessary to enable
such Person to express an informed opinion as to whether or not such covenant or condition has been complied with; and


 


(d)          a
statement as to whether, in the opinion of each such Person, such condition or covenant has been complied with.


 


section
103.        Form of Documents Delivered to Trustee.


 


In any case where several
matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document,
but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters in one or several documents.


 


Any certificate or opinion
of an officer of the Company or the Guarantor may be based (without further examination or investigation), insofar as it relates
to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise
of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which such
Officer’s Certificate or opinion are based are erroneous. Any such certificate or Opinion of Counsel may be based, insofar
as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company
or the Guarantor stating that the information with respect to such factual matters is in the possession of the Company or the Guarantor,
unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.


 


Where (i) any Person is required
to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments
under this Indenture, or (ii) two or more Persons are each required to make, give or execute any such application, request, consent,
certificate, statement, opinion or other instrument under this Indenture, any such applications, requests, consents, certificates,
statements, opinions or other instruments may, but need not, be consolidated and form one instrument.


 




    	-9-



     


    

 


Whenever, subsequent to the
receipt by the Trustee of any Board Resolution, Officer’s Certificate, Opinion of Counsel or other document or instrument,
a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or
instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected
form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument
shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument
for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any such corrective document or instrument
indicates that action has been taken by or at the request of the Company or the Guarantor which could not have been taken had the
original document or instrument not contained such error or omission, the action so taken shall not be invalidated or otherwise
rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful
misconduct or bad faith. Without limiting the generality of the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the Company entitled to the benefits of this Indenture equally
and ratably with all other Outstanding Securities, except as aforesaid.


 


section
104.        Acts of Holders.


 


(a)          Any
request, demand, authorization, direction, notice, consent, election, waiver or other action provided by this Indenture to be made,
given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by
such Holders in person or by an agent duly appointed in writing or, alternatively, may be embodied in and evidenced by the record
of Holders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Holders duly called
and held in accordance with the provisions of Article Thirteen, or a combination of such instruments and any
such record. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments
or record or both are delivered to the Trustee and, where it is hereby expressly required, to the Company and the Guarantor. Such
instrument or instruments and any such record (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing such instrument or instruments and so voting at any such meeting. Proof
of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person of a Security, shall
be sufficient for any purpose of this Indenture and (subject to Section 901) conclusive in favor of the Trustee,
the Company and the Guarantor, if made in the manner provided in this Section. The record of any meeting of Holders shall be proved
in the manner provided in Section 1306.


 


(b)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof or may be proved in any other
manner which the Trustee and the Company deem sufficient. Where such execution is by a signer acting in a capacity other than his
individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.


 


(c)          The
principal amount (except as otherwise contemplated in clause (y) of the first proviso to the definition
of Outstanding) and serial numbers of Securities held by any Person, and the date of holding the same, shall be proved by the Security
Register.


 


(d)          Any
request, demand, authorization, direction, notice, consent, election, waiver or other Act of a Holder of any Security shall bind
every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in
exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or
the Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.


 




    	-10-



     


    

 


(e)          Until
such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal
amount of Securities for the action contemplated by such instruments, any such instrument executed and delivered by or on behalf
of a Holder may be revoked with respect to any or all of such Securities by written notice by such Holder or any subsequent Holder,
proven in the manner in which such instrument was proven.


 


(f)          Securities
of any series, or any Tranche thereof, authenticated and delivered after any Act of Holders may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any action taken by such Act of Holders. If the Company shall so determine,
new Securities of any series, or any Tranche thereof, so modified as to conform, in the opinion of the Trustee and the Company,
to such action may be prepared and executed by the Company and the Guarantor and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche.


 


(g)          If
the Company or the Guarantor shall solicit from Holders any request, demand, authorization, direction, notice, consent, waiver
or other Act, the Company or the Guarantor, as the case may be, may, at its option, by Company Order or Guarantor Order, as appropriate,
fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction,
notice, consent, waiver or other Act, but neither the Company nor the Guarantor shall have any obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after
such record date, but only the Holders of record at the close of business on the record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite proportion of the Outstanding Securities have authorized or agreed
or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the
Outstanding Securities shall be computed as of the record date. Any such Act, given as aforesaid, shall be effective whether or
not the Holders which authorized or agreed or consented to such Act remain Holders after such record date and whether or not the
Securities held by such Holders remain Outstanding after such record date.


 


section
105.        Notices, etc. to Trustee, Company and Guarantor.


 


Any request, demand, authorization,
direction, notice, consent, election, waiver or Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, the Trustee by any Holder or by the Company or the Guarantor, or the Company or
the Guarantor by the Trustee or by any Holder, shall be sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if in writing and delivered personally to an officer or other responsible employee of the addressee, or transmitted by
facsimile transmission or other direct written electronic means (such means of delivery being acceptable to the Trustee, the Company
or the Guarantor, as applicable) to such telephone number or other electronic communications address set forth for such party below
or such other address as the parties hereto shall from time to time designate, or delivered by registered or certified mail or
reputable overnight courier, charges prepaid, to the applicable address set opposite such party’s name below or to such other
address as such party hereto may from time to time designate:


 




    	-11-



     


    

 


If to the Trustee, to:


 


The Bank of New York Mellon


____________


____________


 


Attention:


Telephone:


Facsimile:


 


With a copy to:


 


The Bank of New York Mellon Trust Company, N.A.


____________


____________


 


Attention:


Telephone:


Facsimile:


 


If to the Company, to:


 


NextEra Energy Capital Holdings, Inc.


700 Universe Boulevard


Juno Beach, Florida 33408


 


Attention:


Telephone:


Facsimile:


 


If to the Guarantor, to:


 


NextEra Energy, Inc.


700 Universe Boulevard


Juno Beach, Florida 33408


 


Attention:


Telephone:


Facsimile:


 


Any communication contemplated
herein shall be deemed to have been made, given, furnished and filed if personally delivered, on the date of delivery, if transmitted
by facsimile transmission or other direct written electronic means, on the date of transmission, and if transmitted by registered
or certified mail or reputable overnight courier, on the date of receipt.


 


The Trustee agrees to accept
and act upon instructions or directions pursuant to this Indenture sent by unsecured e-mail, facsimile transmission or other similar
unsecured electronic methods. In the absence of gross negligence or willful misconduct, the Trustee’s understanding of any
such instructions or directions as may be given by the Company pursuant to this paragraph shall be deemed controlling. The Trustee
shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and
compliance with such instructions or directions notwithstanding that such instructions or directions conflict or are inconsistent
with a subsequent written instruction or direction received by the Trustee after it has acted in compliance with the prior unsecured
e-mail, facsimile transmission, or direction or instruction provided by other similar unsecured electronic methods. When providing
electronic instructions or directions, the Company agrees to assume all risks arising out of the use of such electronic methods
to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
instructions or directions, and the risk of interception and misuse of such electronic instructions or directions by third parties.


 




    	-12-



     


    

 


section
106.        Notice to Holders of Securities; Waiver.


 


Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, and except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently
given, and shall be deemed given, to Holders if in writing and mailed, first-class postage prepaid, to each Holder affected by
such event, at the address of such Holder as it appears in the Security Register, not later than the latest date, and not earlier
than the earliest date, if any, prescribed for the giving of such notice; provided that the Company, the Trustee
and one or more Holders may from time to time agree in writing that notices to such Holders may or shall be given by a different
method.


 


In case by reason of the
suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice to Holders by
mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.


 


Any notice required by this
Indenture may be waived in writing by the Person entitled to receive such notice, either before or after the event otherwise to
be specified therein, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.


 


section
107.        Conflict with Trust Indenture Act.


 


If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is required or deemed to be included in this Indenture
by, or is otherwise governed by, any of the provisions of the Trust Indenture Act, such other provision shall control; and if any
provision hereof otherwise conflicts with the Trust Indenture Act, the Trust Indenture Act shall control.


 


section
108.        Effect of Headings and Table of Contents.


 


The Article and Section headings
in this Indenture and the Table of Contents are for convenience only and shall not affect the construction hereof.


 


section
109.        Successors and Assigns.


 


All covenants and agreements
in this Indenture by the Company, the Guarantor and Trustee shall bind their respective successors and assigns, whether so expressed
or not.


 




    	-13-



     


    

 


section
110.        Separability Clause.


 


In case any provision in
this Indenture or the Securities or the Guarantees shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


 


section
111.        Benefits of Indenture.


 


Nothing in this Indenture,
the Securities or the Guarantees, express or implied, shall give to any Person, other than the parties hereto, their successors
hereunder, the Holders of any Outstanding Securities and, so long as the notice described in Section 1513 hereof
has not been given, the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this
Indenture.


 


section
112.        Governing Law.


 


This Indenture, the Securities
and the Guarantees shall be governed by and construed in accordance with the law of the State of New York (including without limitation
Section 5-1401 of the New York General Obligations Law or any successor to such statute), without giving effect to its conflicts-of-law
principles.


 


section
113.        Legal Holidays.


 


Unless otherwise provided
with respect to a series of Securities as contemplated in Section 301(u), in any case where any Interest Payment
Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding
any other provision of this Indenture or of the Securities other than a provision in Securities of any series, or any Tranche thereof,
or in an indenture supplemental hereto, or in the Board Resolution or Officer’s Certificate which establishes the terms of
the Securities of such series or Tranche, which specifically states that such provision shall apply in lieu of this Section) payment
of interest or principal and premium, if any, need not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect, and in the same amount, as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity, as the case may be, and, if such payment is made or duly provided for
on such Business Day, no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date,
Redemption Date or Stated Maturity, as the case may be, to such Business Day.


 


section
114.        Investment of Cash Held by Trustee.


 


Any cash held by the Trustee
or any Paying Agent under Article Four of this Indenture shall, at the request of the Company or the Guarantor evidenced
by Company Order, be invested or reinvested in Investment Securities designated by the Company or the Guarantor and acceptable
to the Trustee (such Company Order to contain a representation to the effect that the securities designated therein constitute
Investment Securities), and any interest on such Investment Securities shall be promptly paid over to the Company as received.
Such Investment Securities shall be held subject to the same provisions hereof as the cash used to purchase the same, but upon
a like request of the Company or the Guarantor shall be sold, in whole or in designated part, and the proceeds of such sale shall
be held subject to the same provisions hereof as the cash used to purchase the Investment Securities so sold. If such sale shall
produce a net sum less than the cost of the Investment Securities so sold, the Company or the Guarantor shall pay to the Trustee
or any such Paying Agent, as the case may be, such amount in cash as, together with the net proceeds from such sale, shall equal
the cost of the Investment Securities so sold, and if such sale shall produce a net sum greater than the cost of the Investment
Securities so sold, the Trustee or any such Paying Agent, as the case may be, shall promptly pay over to the Company or the Guarantor
an amount in cash equal to such excess. In no event shall the Trustee be liable for any loss incurred in connection with the sale
of any Investment Security pursuant to this Section.


 




    	-14-



     


    

section
115.        Force Majeure.


 


In no event shall the Trustee
be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by,
directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions
of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable
efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under
the circumstances.


 


section
116.        Waiver of Jury Trial.


 


EACH OF THE COMPANY, THE
GUARANTOR AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE SECURITIES OR THE TRANSACTIONS CONTEMPLATED HEREBY
OR THEREBY.


 


section
117.        Compliance with Applicable Tax Law.


 


In order to comply with applicable
tax laws, rules and regulations (inclusive of directives, guidelines and interpretations promulgated by competent authorities)
in effect from time to time (“Applicable Tax Law”) that the Company, the Guarantor, the Trustee or the applicable
Paying Agent is or has agreed to be subject to, the Company, the Guarantor and the Trustee each agree to provide the other party
with information in its possession about the Holders or other applicable parties and/or transactions (including any modification
to the terms of such transactions) that is reasonably requested by the other party so the other party can determine whether it
or the applicable Paying Agent has tax related obligations under Applicable Tax Law. In connection with any payments on any Securities issued under this Indenture, the Company, the Guarantor, the
Trustee and the applicable Paying Agent shall be entitled to withhold or deduct amounts required to be withheld or deducted from
such payments by Applicable Tax Law, and none of the Company, the Guarantor or the Trustee or the applicable Paying Agent shall
have any obligation to gross-up any such payments or to pay any additional amounts with respect to such withholding or deduction.


 


ARTICLE
Two


 


Security
Forms


 


section
201.        Forms Generally.


 


The definitive Securities
of each series and the Guarantees to be endorsed thereon as contemplated by Article Fourteen shall be in substantially
the form or forms thereof established in the indenture supplemental hereto establishing such series or in a Board Resolution establishing
such series, or in an Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, in each case with
such appropriate terms, insertions, omissions, substitutions and other variations as are required or permitted by this Indenture,
and may have such letters, numbers or other marks of identification and such notations, legends or endorsements placed thereon
as may be required to comply with applicable law, the rules of any securities exchange or depository, including The Depository
Trust Company, or other clearing corporation or securities intermediary, automated quotation system, agreements to which the Company
is subject, or usage, or as may, consistently herewith, be determined by the officers executing such Securities or the Guarantees
endorsed thereon, as the case may be, as evidenced by their execution thereof. If the form or forms of Securities of any series
or the Guarantees endorsed thereon are established in a Board Resolution or in an Officer’s Certificate pursuant to a Board
Resolution, such Board Resolution and Officer’s Certificate, if any, shall be delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.


 




    	-15-



     


    

Unless otherwise specified
as contemplated by Sections 301 or 1201(g), the Securities of each series shall be issuable in registered form without
coupons. The definitive Securities and Guarantees endorsed thereon shall be produced in such manner as shall be determined by the
officers executing such Securities or Guarantees, as evidenced by their execution thereof.


 


section
202.        Form of Trustee’s Certificate of Authentication.


 


The Trustee’s certificate
of authentication shall be in substantially the form set forth below:


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


	Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


ARTICLE
Three


 


The
Securities


 


section
301.        Amount Unlimited; Issuable in Series.


 


The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is unlimited.


 


The Securities may be issued
in one or more series. Subject to the last paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a supplemental indenture or in a Board Resolution of the
Company, or in an Officer’s Certificate of the Company (which need not comply with Section 102) pursuant to
a supplemental indenture or a Board Resolution:


 


(a)          the
title of the Securities of such series (which shall distinguish the Securities of such series from Securities of all other series);


 




    	-16-



     


    

 


(b)          any
limit upon the aggregate principal amount of the Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of such series pursuant to Section 304, 305, 306, 406 or 1206 and, except for any Securities which,
pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);


 


(c)          the
Person or Persons (without specific identification) to whom interest on Securities of such series, or any Tranche thereof, shall
be payable on any Interest Payment Date, if other than the Persons in whose names such Securities (or one or more Predecessor Securities)
are registered at the close of business on the Regular Record Date for such interest;


 


(d)          the
date or dates on which the principal of the Securities of such series or any Tranche thereof, is payable or any formulary or other
method or other means by which such date or dates shall be determined, by reference to an index or other fact or event ascertainable
outside of this Indenture or otherwise (without regard to any provisions for redemption, prepayment, acceleration, purchase or
extension);


 


(e)          the
rate or rates at which the Securities of such series, or any Tranche thereof, shall bear interest, if any (including the rate or
rates at which overdue principal shall bear interest, if different from the rate or rates at which such Securities shall bear interest
prior to Maturity, and, if applicable, the rate or rates at which overdue premium or interest, or interest deferred as contemplated
in Section 312 shall bear interest, if any), or any formulary or other method or other means by which such rate or
rates shall be determined, by reference to an index or other fact or event ascertainable outside of this Indenture or otherwise;
the date or dates from which such interest shall accrue; the Interest Payment Dates on which such interest shall be payable and
the Regular Record Date, if any, for the interest payable on such Securities on any Interest Payment Date; the right of the Company,
if any, to extend the interest payment periods and the duration of any such extension, and the consequences thereof, as contemplated
by Section 312; and the basis of computation of interest, if other than as provided in Section 310;


 


(f)          the
place or places at which or methods (if other than as provided in this Indenture) by which (1) the principal of and premium, if
any, and interest, if any, on Securities of such series, or any Tranche thereof, shall be payable, (2) registration of transfer
of Securities of such series, or any Tranche thereof, may be effected, (3) exchanges of Securities of such series, or any Tranche
thereof, may be effected and (4) notices and demands to or upon the Company in respect of the Securities of such series, or any
Tranche thereof, and this Indenture may be served; the Security Registrar and any Paying Agent or Agents for such series or Tranche;
and, if such is the case, that the principal of such Securities shall be payable without presentment or surrender thereof;


 


(g)          the
period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which
the Securities of such series, or any Tranche thereof, may be redeemed, in whole or in part, at the option of the Company and any
restrictions on such redemptions, including but not limited to a restriction on a partial redemption by the Company of the Securities
of any series, or any Tranche thereof, resulting in delisting of such Securities from any national exchange or such interdealer
quotation system or self-regulatory organization upon which Securities are listed or traded;


 


(h)          the
obligation or obligations, if any, of the Company to redeem or purchase or repay the Securities of such series, or any Tranche
thereof, pursuant to any sinking fund or other mandatory redemption provisions or at the option of a Holder thereof and the period
or periods within which or the date or dates on which, the price or prices at which and the terms and conditions upon which such
Securities shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation, and applicable exceptions
to the requirements of Section 404 in the case of mandatory redemption or redemption or repayment at the option of
the Holder;


 




    	-17-



     


    

 


(i)          the
denominations in which Securities of such series, or any Tranche thereof, shall be issuable if other than denominations of [$1,000][$25]
and any integral multiple thereof;


 


(j)          the
currency or currencies, including composite currencies, in which payment of the principal of and premium, if any, and interest,
if any, on the Securities of such series, or any Tranche thereof, shall be payable (if other than in Dollars) and the manner in
which the equivalent of the principal amount thereof in Dollars is to be determined for any purpose, including for the purpose
of determining the principal amount deemed to be Outstanding at any time;


 


(k)          if
the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable,
at the election of the Company or a Holder thereof, in a coin or currency other than that in which the Securities are stated to
be payable, the period or periods within which, and the terms and conditions upon which, such election may be made;


 


(l)          if
the principal of or premium, if any, or interest, if any, on the Securities of such series, or any Tranche thereof, are to be payable,
or are to be payable at the election of the Company or a Holder thereof, in securities or other property, the type and amount of
such securities or other property, or the formulary or other method or other means by which such amount shall be determined, and
the period or periods within which, and the terms and conditions upon which, any such election may be made;


 


(m)          if
the amount payable in respect of principal of or premium, if any, or interest, if any, on the Securities of such series, or any
Tranche thereof, may be determined with reference to an index or other fact or event ascertainable outside of this Indenture, the
manner in which such amounts shall be determined to the extent not established pursuant to clause (e) of this paragraph;


 


(n)          if
other than the entire principal amount thereof, the portion of the principal amount of Securities of such series, or any Tranche
thereof, which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 802;


 


(o)          any
Events of Default, in addition to those specified in Section 801, or any exceptions to those specified in Section
801 with respect to the Securities of such series, and any covenants of the Company or the Guarantor for the benefit of
the Holders of the Securities of such series, or any Tranche thereof, in addition to those set forth in Article Six,
or any exceptions to those set forth in Article Six, and in Article Fourteen;


 


(p)          the
terms, if any, pursuant to which the Securities of such series, or any Tranche thereof, may be converted into or exchanged for
shares of capital stock or other securities of the Company or any other Person;


 


(q)          the
obligations or instruments, if any, which shall be considered to be Eligible Obligations in respect of the Securities of such series,
or any Tranche thereof, denominated in a currency other than Dollars or in a composite currency, whether Eligible Obligations include
Investment Securities with respect to Securities of such series, and any additional or alternative provisions for the reinstatement
of the Company’s indebtedness in respect of such Securities after the satisfaction and discharge thereof as provided in Sections
701 and 702 (or any exceptions to those set forth in Sections 701 and 702);


 




    	-18-



     


    

 


(r)           if
the Securities of such series, or any Tranche thereof, are to be issued in global form, (i) any limitations on the rights of the
Holder or Holders of such Securities to transfer or exchange the same or to obtain the registration of transfer thereof, (ii) any
limitations on the rights of the Holder or Holders thereof to obtain certificates therefor in definitive form in lieu of global
form and (iii) any and all other matters incidental to such Securities;


 


(s)          if
the Securities of such series, or any Tranche thereof, are to be issuable as bearer securities, any and all matters incidental
thereto which are not specifically addressed in a supplemental indenture as contemplated by clause (g) of Section
1201;


 


(t)           to
the extent not established pursuant to clause (r) of this paragraph, any limitations on the rights of the Holders
of the Securities of such Series, or any Tranche thereof, to transfer or exchange such Securities or to obtain the registration
of transfer thereof; and if a service charge will be made for the registration of transfer or exchange of Securities of such series,
or any Tranche thereof, the amount or terms thereof;


 


(u)          any
exceptions to Section 113, or variation in the definition of Business Day, with respect to the Securities of such
series, or any Tranche thereof;


 


(v)          any
variation in definition of Pari Passu Securities, with respect to the Securities of such series, or any Tranche thereof, or any
Guarantee;


 


(w)         any
collateral security, assurance or guarantee for the Securities of such series, or any Tranche thereof in addition to those set
forth in Section 1401, or any exceptions to those set forth in Section 1401);


 


(x)          any
modifications of subordination provisions contained in Article Fourteen with respect to Securities of such series;
and


 


(y)          any
other terms of the Securities of such series, or any Tranche thereof, not inconsistent with the provisions of this Indenture.


 


With respect to Securities
of a series subject to a Periodic Offering, the indenture supplemental hereto or the Board Resolution which establishes such series,
or the Officer’s Certificate pursuant to such supplemental indenture or Board Resolution, as the case may be, may provide
general terms or parameters for Securities of such series and provide either that the specific terms of Securities of such series,
or any Tranche thereof, shall be specified in a Company Order or that such terms shall be determined by the Company or its agents
in accordance with procedures specified in a Company Order as contemplated by clause (b) of Section 303.


 


All Securities of any one
series shall be substantially identical, except as to principal amount and date of issue and except as may be set forth in the
terms of such series as contemplated above. The Securities of each series shall be subordinated in right of payment to Senior Indebtedness
of the Company as provided in Article Fifteen. The Guarantees relating to such Securities shall be subordinated in
right of payment to Senior Indebtedness of the Guarantor as provided in Article Fourteen.


 


Unless otherwise provided
with respect to a series of Securities as contemplated in Section 301(b), the aggregate principal amount of
a series of Securities may be increased and additional Securities of such series may be issued up to any maximum aggregate principal
amount authorized with respect to such series as increased.


 




    	-19-



     


    

 


section
302.        Denominations.


 


Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities of
each series shall be issuable in denominations of [$25][$1,000] and any integral multiple thereof.


 


section
303.        Execution, Authentication, Delivery and Dating.


 


Unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, the Securities shall
be executed on behalf of the Company by an Authorized Officer of the Company and may have the corporate seal of the Company affixed
thereto or reproduced thereon and attested by any other Authorized Officer of the Company. The signature of any or all of these
officers on the Securities may be manual or facsimile.


 


Unless otherwise provided
as contemplated by Section 301, with respect to any series of Securities or any Tranche thereof, Guarantees to be
endorsed on any Securities shall be executed and delivered in accordance with the provisions of Section 1402.


 


Securities bearing the manual
or facsimile signatures of individuals who were at the time of execution Authorized Officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery
of such Securities or did not hold such offices at the date of such Securities.


 


The Trustee shall authenticate
and deliver Securities of a series, with the Guarantees endorsed thereon, for original issue, at one time or from time to time
in accordance with the Company Order referred to below, upon receipt by the Trustee of:


 


(a)          the
instrument or instruments establishing the form or forms and terms of the Securities of such series and the Guarantees to be endorsed
thereon, as provided in Sections 201 and 301;


 


(b)          a
Company Order requesting the authentication and delivery of such Securities with the Guarantees endorsed thereon and to the extent
that the terms of such Securities and Guarantees shall not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer’s Certificate pursuant to a supplemental indenture or Board Resolution, all as contemplated
by Sections 201 and 301, either (i) establishing such terms or (ii) in the case of Securities of a series subject
to a Periodic Offering, specifying procedures, acceptable to the Trustee, by which such terms are to be established (which procedures
may provide, to the extent acceptable to the Trustee, for authentication and delivery pursuant to oral or electronic instructions
from the Company or any agent or agents thereof, which oral instructions are to be promptly confirmed electronically or in writing),
in either case in accordance with the instrument or instruments delivered pursuant to clause (a) above;


 


(c)          a
Guarantor Order (which may be combined with a Company Order hereunder) approving the terms and delivery of the Guarantees to be
endorsed on such Securities as contemplated by the Company Order delivered pursuant to clause (b) above;


 




    	-20-



     


    

 


(d)          the
Securities of such series, each executed on behalf of the Company by an Authorized Officer of the Company and having a Guarantee
endorsed thereon executed on behalf of the Guarantor by an Authorized Officer of the Guarantor;


 


(e)          an
Opinion of Counsel to the effect that:


 


(i)          (A)
the form or forms of such Securities have been duly authorized by the Company, (B) the form or forms of such Guarantees have been
duly authorized by the Guarantor, and (C) the form or forms of the Securities and the Guarantees have been established in conformity
with the provisions of this Indenture;


 


(ii)         (A)
the terms of such Securities have been duly authorized by the Company, (B) the terms of such Guarantees have been duly authorized
by the Guarantor and (C) the terms of the Securities and the Guarantees have been established in conformity with the provisions
of this Indenture; and


 


(iii)        such
Securities and the Guarantees endorsed thereon, when authenticated and delivered by the Trustee and issued and delivered by the
Company and the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will have been duly
issued under this Indenture and will constitute valid and legally binding obligations of the Company and the Guarantor, respectively,
entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement,
to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally and
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 


provided, however,
that, with respect to Securities of a series subject to a Periodic Offering, the Trustee shall be entitled to receive such Opinion
of Counsel only once at or prior to the time of the first authentication and delivery of Securities of such series, and the Guarantees
endorsed thereon, and that in lieu of the opinions described in clauses (ii) and (iii) above such Opinion of Counsel
may, alternatively, state, respectively,


 


(x)          that,
when the terms of such Securities and the Guarantees to be endorsed thereon shall have been established pursuant to a Company Order
or Orders and, if applicable, a Guarantor Order or Orders or pursuant to such procedures (acceptable to the Trustee) as may be
specified from time to time by a Company Order or Orders, and, if applicable, a Guarantor Order or Orders all as contemplated by
and in accordance with the instrument or instruments delivered pursuant to clause (a) above, such terms will have
been duly authorized by the Company and the Guarantor, respectively, and will have been established in conformity with the provisions
of this Indenture; and


 


(y)          that
such Securities, and the Guarantees endorsed thereon, when (1) executed by the Company and the Guarantor, as the case may
be, (2) authenticated and delivered by the Trustee in accordance with this Indenture, (3) issued and delivered by the Company and
the Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel and (4) in the case of Securities,
paid for, all as contemplated by and in accordance with the aforesaid Company Order or Orders and, if applicable, a Guarantor Order
or Orders or specified procedures referred to in paragraph (x) above, as the case may be, will have been duly issued
under this Indenture and will constitute valid and legally binding obligations of the Company and the Guarantor, respectively,
entitled to the benefits provided by this Indenture, and enforceable in accordance with their terms, subject, as to enforcement,
to laws relating to or affecting generally the enforcement of creditors’ rights, including, without limitation, bankruptcy,
insolvency, reorganization, receivership, moratorium and other laws affecting the rights and remedies of creditors generally and
general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).


 




    	-21-



     


    

 


With respect to Securities
of a series subject to a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Company and the Guarantor
of any of such Securities and Guarantees, the forms and terms thereof and the legality, validity, binding effect and enforceability
thereof, upon the Opinion of Counsel and other documents delivered pursuant to Sections 201 and 301 and this Section,
as applicable, at or prior to the time of the first authentication of Securities of such series, with the Guarantees endorsed thereon,
unless and until such opinion or other documents have been superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series, with the Guarantees endorsed thereon, pursuant to a Periodic Offering, the
Trustee shall be entitled to assume that the Company’s instructions to authenticate and deliver such Securities and the Guarantor’s
approval of the delivery of the Guarantees thereon do not violate any applicable law or any applicable rule, regulation or order
of any Governmental Authority having jurisdiction over the Company or the Guarantor.


 


If the forms or terms of
the Securities of any series have been established by or pursuant to a Board Resolution or an Officer’s Certificate as permitted
by Sections 201 or 301, the Trustee shall not be required to authenticate such Securities if the issuance of such
Securities pursuant to this Indenture will materially or adversely affect the Trustee’s own rights, duties or immunities
under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.


 


Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, each Security and
any Guarantee endorsed thereon shall each be dated the date of its authentication.


 


Unless otherwise specified
as contemplated by Section 301 with respect to any series of Securities, or any Tranche thereof, no Security or Guarantee
endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears
on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee or an Authenticating
Agent by manual signature of an authorized officer thereof, and such certificate upon any Security shall be conclusive evidence,
and the only evidence, that such Security or Guarantee endorsed thereon has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture. Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder to the Company, or any Person acting on its behalf, but shall never have been issued and sold by the Company,
and the Company shall deliver such Security to the Security Registrar for cancellation as provided in Section 309
together with a written statement (which need not comply with Section 102 and need not be accompanied by an Officer’s
Certificate and an Opinion of Counsel) stating that such Security has never been issued and sold by the Company, for all purposes
of this Indenture such Security (including any Guarantee endorsed thereon) shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits hereof.


 




    	-22-



     


    

 


section
304.        Temporary Securities.


 


Pending the preparation of
definitive Securities of any series, or any Tranche thereof, the Company may execute, and upon Company Order and a Guarantor Order
the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they
are issued, having Guarantees endorsed thereon with such appropriate insertions, omissions, substitutions and other variations
as the officers executing such Securities or Guarantees may determine, as evidenced by their execution of such Securities or Guarantees;
provided, however, that temporary Securities need not recite specific redemption, sinking fund, conversion
or exchange provisions.


 


Unless otherwise specified
as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, after the preparation
of definitive Securities of such series or Tranche, the temporary Securities of such series or Tranche shall be exchangeable, without
charge to the Holder thereof, for definitive Securities of such series or Tranche with the definitive Guarantee endorsed thereon
upon surrender of such temporary Securities at the office or agency of the Company maintained pursuant to Section 602
in a Place of Payment for such Securities. Upon such surrender of temporary Securities, the Company shall, except as aforesaid,
execute and the Trustee shall authenticate and deliver in exchange therefor definitive Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount with the definitive Guarantee endorsed thereon.


 


Until exchanged in full as
hereinabove provided, temporary Securities shall in all respects be entitled to the same benefits under this Indenture as definitive
Securities of the same series and Tranche and of like tenor authenticated and delivered hereunder.


 


section
305.        Registration, Registration of Transfer and Exchange.


 


The Company shall cause to
be kept in each office designated pursuant to Section 602, with respect to the Securities of each series or any Tranche
thereof, a register (all registers kept in accordance with this Section being collectively referred to as the “Security
Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series or Tranche and the registration of transfer thereof. The Company shall designate one Person to maintain
the Security Register for the Securities of each series on a consolidated basis, and such Person is referred to herein, with respect
to such series, as the “Security Registrar.” Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices or an office of any Affiliate (including the Guarantor) as an office in which a register with
respect to the Securities of one or more series, or any Tranche or Tranches thereof, shall be maintained, and the Company may designate
itself or any Affiliate (including the Guarantor) as the Security Registrar with respect to one or more of such series. The Security
Register shall be open for inspection by the Trustee, the Company and the Guarantor at all reasonable times.


 


Except as otherwise specified
as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the office or agency of the Company maintained pursuant
to Section 602 in a Place of Payment for such series or Tranche, the Company shall execute, and the Trustee shall
authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series
and Tranche, of authorized denominations and of like tenor and aggregate principal amount, with the Guarantee endorsed thereon.


 


Except as otherwise specified
as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, any Security
of such series or Tranche may be exchanged at the option of the Holder, for one or more new Securities of the same series and Tranche,
of authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged
at any such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities, with the Guarantee endorsed thereon which the Holder making the exchange is entitled
to receive.


 




    	-23-



     


    

 


All Securities and Guarantees
delivered upon any registration of transfer or exchange of Securities and the Guarantees endorsed thereon shall be valid obligations
of the Company and Guarantor, respectively evidencing the same obligation, and entitled to the same benefits under this Indenture,
as the Securities and Guarantees surrendered upon such registration of transfer or exchange.


 


Every Security presented
or surrendered for registration of transfer or for exchange shall (if so required by the Company, the Guarantor, the Trustee or
the Security Registrar) be duly endorsed or shall be accompanied by a written instrument of transfer in form satisfactory to the
Company, the Guarantor, the Trustee or the Security Registrar, as the case may be, duly executed by the Holder thereof or his attorney
duly authorized in writing.


 


Unless otherwise specified
as contemplated by Section 301 with respect to Securities of any series, or any Tranche thereof, no service charge
shall be made for any registration of transfer or exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 406 or 1206 not involving any transfer.


 


The Company shall not be
required to execute or to provide for the registration of transfer of or the exchange of (a) Securities of any series, or any Tranche
thereof, during a period of fifteen (15) days immediately preceding the date notice is to be given identifying the serial numbers
of the Securities of such series or Tranche called for redemption, (b) any Security so selected for redemption in whole or in part,
except the unredeemed portion of any Security being redeemed in part or (c) any Security during the fifteen (15) days before an
Interest Payment Date.


 


section
306.        Mutilated, Destroyed, Lost and Stolen Securities.


 


If any mutilated Security
is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and Tranche, and of like tenor and principal amount, having a Guarantee endorsed thereon and bearing
a number not contemporaneously outstanding.


 


If there shall be delivered
to the Company, the Guarantor and the Trustee (a) evidence to their satisfaction of the ownership of and the destruction, loss
or theft of any Security and (b) such security or indemnity as may be reasonably required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company, the Guarantor or the Trustee that such Security
has been acquired by a protected purchaser, as this term is defined in the Uniform Commercial Code of New York as in effect on
the date of the execution and delivery of this Indenture, the Company shall execute and the Trustee shall authenticate and deliver,
in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and Tranche, and of like tenor and principal
amount, having a Guarantee endorsed thereon and bearing a number not contemporaneously outstanding.


 


Notwithstanding the foregoing,
in case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company or
the Guarantor in its discretion may, instead of issuing a new Security, pay such Security.


 


Upon the issuance of any
new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee)
in connection therewith.


 




    	-24-



     


    

 


Every new Security of any
series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security and any Guarantee endorsed thereon shall
constitute an original additional contractual obligation of the Company and the Guarantor, respectively, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone other than the Holder of such new Security, and any such new
Security shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities
of such series duly issued hereunder.


 


The provisions of this Section
are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.


 


section
307.        Payment of Interest; Interest Rights Preserved.


 


Unless otherwise specified
as contemplated by Section 301 with respect to the Securities of any series, or any Tranche thereof, interest on
any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record
Date for such interest.


 


Subject to Section
312, any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder
on the related Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company
or the Guarantor, at its election in each case, as provided in clause (a) or (b) below:


 


(a)          The
Company or the Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such
series (or their respective Predecessor Securities) are registered at the close of business on a date (herein called a “Special
Record Date”) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company or
the Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such
series and the date of the proposed payment, and at the same time the Company or the Guarantor, as the case may be, shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon
the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15)
days and not less than ten (10) days prior to the date of the proposed payment and not less than ten (10) days after the receipt
by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company and the Guarantor of such Special
Record Date and, in the name and at the expense of the Company, shall promptly cause notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder of Securities of such series
at the address of such Holder as it appears in the Security Register, not less than ten (10) days prior to such Special Record
Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities)
are registered at the close of business on such Special Record Date.


 




    	-25-



     


    

 


(b)          The
Company or the Guarantor may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner
not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice
as may be required by such exchange, if, after notice given by the Company or the Guarantor to the Trustee of the proposed payment
pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.


 


Subject to the foregoing
provisions of this Section and Section 305, each Security delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which
were carried by such other Security.


 


section
308.        Persons Deemed Owners.


 


Prior to the due presentment
of a Security for registration of transfer, the Company, the Guarantor, the Trustee and any agent of the Company, the Guarantor
or the Trustee may treat the Person in whose name such Security is registered as the absolute owner of such Security for the purpose
of receiving payment of principal of and premium, if any, and (subject to Sections 305 and 307) interest, if any,
on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Company, the Guarantor
or Trustee or any agent of the Company, the Guarantor or the Trustee shall be affected by notice to the contrary.


 


section
309.        Cancellation by Security Registrar.


 


All Securities surrendered
for payment, redemption, registration of transfer or exchange or credit against any sinking fund payment shall, if surrendered
to any Person other than the Security Registrar, be delivered to the Security Registrar and, if not theretofore canceled, shall
be promptly canceled by the Security Registrar. The Company or the Guarantor may at any time deliver to the Security Registrar
for cancellation any Securities previously authenticated and delivered hereunder which the Company or the Guarantor may have acquired
in any manner whatsoever or which the Company shall not have issued and sold, and all Securities so delivered shall be promptly
canceled by the Security Registrar. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled
as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Security Registrar
shall be disposed of in accordance with the customary procedures of the Security Registrar as at the time of disposition shall
be in effect, and the Security Registrar shall promptly deliver a certificate of disposition to the Trustee, the Company and the
Guarantor unless, by a Company Order delivered to the Security Registrar and the Trustee, the Company shall direct that canceled
Securities be returned to it. The Security Registrar shall promptly deliver evidence of any cancellation of a Security in accordance
with this Section 309 to the Trustee, the Company and the Guarantor.


 


section
310.        Computation of Interest.


 


Except as otherwise specified
as contemplated by Section 301 for Securities of any series, or any Tranche thereof, interest on the Securities of
each series shall be computed on the basis of a 360-day year consisting of twelve 30-day months and with respect to any period
shorter than a full calendar month, on the basis of the actual number of days elapsed during such period.


 




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section
311.        Payment to Be in Proper Currency.


 


In the case of the Securities
of any series, or any Tranche thereof, denominated in any currency other than Dollars or in a composite currency (the “Required
Currency”), except as otherwise specified with respect to such Securities as contemplated by Section 301,
the obligation of the Company or the Guarantor to make any payment of the principal thereof, or the premium, if any, or interest,
if any, thereon, shall not be discharged or satisfied by any tender by the Company or the Guarantor, or recovery by the Trustee,
in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If any such tender or recovery is in a currency other
than the Required Currency, the Trustee may take such actions as it considers appropriate to exchange such currency for the Required
Currency. The costs and risks of any such exchange, including without limitation the risks of delay and exchange rate fluctuation,
shall be borne by the Company and the Guarantor, the Company and the Guarantor shall remain fully liable for any shortfall or delinquency
in the full amount of Required Currency then due and payable, and in no circumstances shall the Trustee be liable therefor except
in the case of its negligence or willful misconduct.


 


section
312.        Extension of Interest Payment.


 


The Company shall have the
right at any time, so long as no Event of Default hereunder has occurred and is continuing with respect to the Securities of any
series, to extend interest payment periods (i.e. defer interest payments) from time to time on all Securities of such series, if
so specified as contemplated by Section 301 with respect to such Securities and upon such terms as may be specified
as contemplated by Section 301 with respect to such Securities.


 


section
313.        CUSIP Numbers.


 


The Company in issuing the
Securities may use CUSIP, ISIN or other similar numbers (if then generally in use), and, if so, the Company, the Trustee or the
Security Registrar may use CUSIP, ISIN or such other numbers in notices or redemption as a convenience to Holders; provided
that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities
or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed
on the Securities, in which case none of the Company or, as the case may be, the Trustee or the Security Registrar, or any agent
of any of them, shall have any liability in respect of any CUSIP, ISIN or such other numbers used on any such notice, and any such
redemption shall not be affected by any defect in or omission of such numbers.


 


ARTICLE
Four


 


Redemption
of Securities


 


section
401.        Applicability of Article.


 


Securities of any series,
or any Tranche thereof, which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and
(except as otherwise specified as contemplated by Section 301 for Securities of such series or Tranche) in accordance
with this Article.


 


section
402.        Election to Redeem; Notice to Trustee.


 


The election of the Company
to redeem any Securities shall be evidenced by a Board Resolution or an Officer’s Certificate of the Company. The Company
shall, at least twenty (20) days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory
to the Trustee), notify the Trustee, in writing of such Redemption Date and of the principal amount of such Securities to be redeemed.
In the case of any redemption of Securities (a) prior to the expiration of any restriction on such redemption provided in the terms
of such Securities or elsewhere in this Indenture or (b) pursuant to an election of the Company which is subject to a condition
specified in the terms of such Securities or elsewhere in this Indenture (other than the giving of notice of such redemption and
the deposit of money for such redemption with the Trustee), the Company and the Guarantor, if applicable, shall each furnish the
Trustee with an Officer’s Certificate evidencing compliance with such restriction or condition.


 




    	-27-



     


    

 


section
403.        Selection of Securities to Be Redeemed.


 


If less than all the Securities
of any series, or any Tranche thereof, are to be redeemed and if the Securities are held in certificated form, the particular Securities
to be redeemed shall be selected by the Trustee from the Outstanding Securities of such series or Tranche not previously called
for redemption, by such method as shall be provided for any particular series or Tranche, or, in the absence of any such provision,
by lot, and which may, in any case, provide for the selection for redemption of portions (equal to the minimum authorized denomination
for Securities of such series or Tranche or any integral multiple thereof) of the principal amount of Securities of such series
or Tranche of a denomination larger than the minimum authorized denomination for Securities of such series or Tranche; provided,
however, that if, as indicated in an Officer’s Certificate, the Company shall have offered to purchase all
or any principal amount of the Securities then Outstanding of any series, or any Tranche thereof, and less than all of such Securities
as to which such offer was made shall have been tendered to the Company for such purchase, the Trustee, if so directed by Company
Order, shall select for redemption all or any principal amount of such Securities which have not been so tendered.


 


In the case of Securities
held in book-entry form, the particular Securities to be redeemed shall be selected in accordance with the procedures of the applicable
depositary.


 


The Trustee shall promptly
notify the Company, the Guarantor and the Security Registrar in writing of the Securities selected for redemption and, in the case
of any Securities selected to be redeemed in part, the principal amount thereof to be redeemed.


 


For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which
has been or is to be redeemed.


 


section
404.        Notice of Redemption.


 


Except as otherwise specified
as contemplated by Section 301 for Securities of any series, notice of redemption shall be given in the manner
provided in Section 106 to the Holders of the Securities to be redeemed not less than ten (10) nor more than sixty
(60) days prior to the Redemption Date.


 


Except as otherwise specified
as contemplated by Section 301 for Securities of any series, or any Tranche thereof, all notices of redemption shall
state:


 


(a)          the
Redemption Date,


 


(b)          the
Redemption Price, or the formula pursuant to which the Redemption Price is to be determined if the Redemption Price cannot be determined
at the time the notice is given,


 


(c)          if
less than all the Outstanding Securities of any series or Tranche are to be redeemed, the identification of the particular Securities
to be redeemed and the portion of the principal amount of any Security to be redeemed in part,


 




    	-28-



     


    

 


(d)          that
on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and
payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said
date,


 


(e)          the
place or places where such Securities are to be surrendered for payment of the Redemption Price and accrued interest, if any, unless
it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall
not be required,


 


(f)           that
the redemption is for a sinking or other fund, if such is the case,


 


(g)          the
CUSIP, ISIN or other similar numbers, if any, assigned to such Securities; provided, however, that
such notice may state that no representation is made as to the correctness of such numbers, and the redemption of such Securities
shall not be affected by any defect in or omission of such numbers, and


 


(h)          such
other matters as the Company shall deem desirable or appropriate.


 


Unless otherwise specified
with respect to any Securities in accordance with Section 301, with respect to any notice of redemption of Securities
at the election of the Company, unless, upon the giving of such notice, such Securities shall be deemed to have been paid in accordance
with Section 701, such notice may state that such redemption shall be conditional upon the receipt by the Paying
Agent or Agents for such Securities, on or prior to the date fixed for such redemption, of money sufficient to pay the principal
of and premium, if any, and interest, if any, on such Securities and that if such money shall not have been so received such notice
shall be of no force or effect and the Company shall not be required to redeem such Securities. In the event that such notice of
redemption contains such a condition and such money is not so received, the redemption shall not be made and within a reasonable
time thereafter notice shall be given, in the manner in which the notice of redemption was given, that such money was not so received
and such redemption was not required to be made, and the Paying Agent or Agents for the Securities otherwise to have been redeemed
shall promptly return to the Holders thereof any of such Securities which had been surrendered for payment upon such redemption.


 


Notice of redemption of Securities
to be redeemed at the election of the Company, and any notice of non-satisfaction of a condition for redemption as aforesaid, shall
be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. Notice
of mandatory redemption of Securities shall be given by the Trustee in the name and at the expense of the Company.


 


section
405.        Securities Payable on Redemption Date.


 


Notice of redemption having
been given as aforesaid, and the conditions, if any, set forth in such notice having been satisfied, the Securities or portions
thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and
from and after such date (unless, in the case of an unconditional notice of redemption, the Company shall default in the payment
of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to
bear interest. Upon surrender of any such Security for redemption in accordance with such notice, such Security or portion thereof
shall be paid by the Company at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided,
however, that no such surrender shall be a condition to such payment if so specified as contemplated by Section
301 with respect to such Security; and provided, further, that, except as otherwise specified
as contemplated by Section 301 with respect to such Security, any installment of interest on any Security the Stated
Maturity of which installment is on or prior to the Redemption Date shall be payable to the Holder of such Security, or one or
more Predecessor Securities, registered as such at the close of business on the related Regular Record Date according to the terms
of such Security and subject to the provisions of Section 307.


 




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section
406.        Securities Redeemed in Part.


 


Upon the surrender of any
Security which is to be redeemed only in part at a Place of Payment therefor (with, if the Company, the Guarantor or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company, the Guarantor and the
Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), the Company may execute, and the Trustee
may authenticate and deliver to the Holder of such Security, without service charge, a new Security or Securities of the same series
and Tranche, of any authorized denomination requested by such Holder and of like tenor and in aggregate principal amount equal
to and in exchange for the unredeemed portion of the principal of the Security so surrendered, with the Guarantee endorsed thereon.


 


ARTICLE
Five


 


Sinking
Funds


 


section
501.        Applicability of Article.


 


The provisions of this Article
shall be applicable to any sinking fund for the retirement of the Securities of any series, or any Tranche thereof, except as otherwise
specified as contemplated by Section 301 for Securities of such series or Tranche.


 


The minimum amount of any
sinking fund payment provided for by the terms of Securities of any series, or any Tranche thereof, is herein referred to as a
“mandatory sinking fund payment”, and any payment in excess of such minimum amount provided for by the terms
of Securities of any series, or any Tranche thereof, is herein referred to as an “optional sinking fund payment”.
If provided for by the terms of Securities of any series, or any Tranche thereof, the cash amount of any sinking fund payment may
be subject to reduction as provided in Section 502. Each sinking fund payment shall be applied to the redemption
of Securities of the series or Tranche in respect of which it was made as provided for by the terms of such Securities.


 


section
502.        Satisfaction of Sinking Fund Payments with Securities.


 


The Company (a) may deliver
to the Trustee Outstanding Securities (other than any previously called for redemption) of a series or Tranche in respect of which
a mandatory sinking fund payment is to be made and (b) may apply as a credit Securities of such series or Tranche which have been
(i) redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted
optional sinking fund payments pursuant to the terms of such Securities or (ii) repurchased by the Company in the open market,
by tender offer or otherwise, in each case in satisfaction of all or any part of such mandatory sinking fund payment; provided,
however, that no Securities shall be applied in satisfaction of a mandatory sinking fund payment if such Securities
shall have been previously so applied. Securities so applied shall be received and credited for such purpose by the Trustee at
the Redemption Price specified in such Securities for redemption through operation of the sinking fund and the amount of such mandatory
sinking fund payment shall be reduced accordingly.


 




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section
503.        Redemption of Securities for Sinking Fund.


 


Not less than twenty (20)
days prior to each sinking fund payment date for the Securities of any series, or any Tranche thereof, the Company shall deliver
to the Trustee an Officer’s Certificate specifying:


 


(a)          the
amount of the next succeeding mandatory sinking fund payment for such series or Tranche;


 


(b)          the
amount, if any, of the optional sinking fund payment to be made together with such mandatory sinking fund payment;


 


(c)          the
aggregate sinking fund payment;


 


(d)          the
portion, if any, of such aggregate sinking fund payment which is to be satisfied by the payment of cash; and


 


(e)          the
portion, if any, of such aggregate sinking fund payment which is to be satisfied by delivering and crediting Securities of such
series or Tranche pursuant to Section 502 and stating the basis for such credit and that such Securities have
not previously been so credited, and the Company shall also deliver to the Trustee not later than twenty (20) days prior to such
sinking fund payment date, any Securities to be so delivered.


 


If the Company shall not
deliver such Officer’s Certificate, the next succeeding sinking fund payment for such series or Tranche shall be made entirely
in cash in the amount of the mandatory sinking fund payment. Not less than ten (10) days before each such sinking fund payment
date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 403
and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided
in Section 404. Such notice having been duly given, the redemption of such Securities shall be made upon the
terms and in the manner stated in Sections 405 and 406.


 


ARTICLE
Six


 


Covenants


 


section
601.        Payment of Principal, Premium and Interest.


 


The Company shall pay the
principal of and premium, if any, and interest, if any, on the Securities of each series in accordance with the terms of such Securities
and this Indenture.


 


section
602.        Maintenance of Office or Agency.


 


The Company and the Guarantor
shall maintain in each Place of Payment for the Securities of each series, or any Tranche thereof, an office or agency where payment
of such Securities shall be made or such Securities shall be surrendered for payment, where the registration of transfer or exchange
of such Securities may be effected and where notices and demands to or upon the Company or the Guarantor in respect of such Securities
and this Indenture may be served. The Company and the Guarantor shall give prompt written notice to the Trustee of the location,
and any change in the location, of each such office or agency and prompt notice to the Holders of any such change in the manner
specified in Section 106. If at any time the Company or the Guarantor shall fail to maintain any such required office
or agency in respect of Securities of any series, or any Tranche thereof, or shall fail to furnish the Trustee with the address
thereof, payment of such Securities may be made, registration of transfer or exchange thereof may be effected and notices and demands
in respect of such Securities and this Indenture may be served at the Corporate Trust Office of the Trustee, and each of the Company
and the Guarantor hereby appoints the Trustee as its agent for all such purposes in any such event.


 




    	-31-



     


    

 


The Company or the Guarantor
may also from time to time designate one or more other offices or agencies with respect to the Securities of one or more series,
or any Tranche thereof, for any or all of the foregoing purposes and may from time to time rescind such designations; provided,
however, that, unless otherwise specified as contemplated by Section 301 with respect to the Securities
of such series or Tranche, no such designation or rescission shall in any manner relieve the Company or the Guarantor of its obligation
to maintain an office or agency for such purposes in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company and the Guarantor shall give prompt written notice to the Trustee, and prompt notice to the Holders
in the manner specified in Section 106, of any such designation or rescission and of any change in the location of
any such other office or agency.


 


Anything herein to the contrary
notwithstanding, any office or agency required by this Section may be maintained at an office of the Company or the Guarantor or
any Affiliate of either of them, in which event the Company, the Guarantor or such Affiliate, as the case may be, shall perform
all functions to be performed at such office or agency.


 


section
603.        Money for Securities Payments to Be Held in Trust.


 


If the Company shall at any
time act as its own Paying Agent with respect to the Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on any of such Securities, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and premium, if any, or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as herein provided. The Company shall promptly notify
the Trustee of any failure by the Company (or any other obligor on such Securities) to make any payment of principal of or premium,
if any, or interest, if any, on such Securities.


 


Whenever the Company shall
have one or more Paying Agents for the Securities of any series, or any Tranche thereof, it shall, on or before each due date of
the principal of and premium, if any, and interest, if any, on such Securities, deposit with such Paying Agents sums sufficient
(without duplication) to pay the principal and premium or interest so becoming due, such sums to be held in trust for the benefit
of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company shall
promptly notify the Trustee of any failure by it so to act.


 


The Company shall cause each
Paying Agent for the Securities of any series, or any Tranche thereof, other than the Company or the Trustee, to execute and deliver
to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent shall:


 


(a)          hold
all sums held by it for the payment of the principal of and premium, if any, or interest, if any, on such Securities in trust for
the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;


 


(b)          give
the Trustee notice of any failure by the Company (or any other obligor upon such Securities) to make any payment of principal of
or premium, if any, or interest, if any, on such Securities; and


 




    	-32-



     


    

 


(c)          at
any time during the continuance of any such failure, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent and furnish to the Trustee such information as it possesses regarding the names and
addresses of the Persons entitled to such sums.


 


The Company may at any time
pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent,
such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying
Agent and, if so stated in a Company Order delivered to the Trustee, in accordance with the provisions of Article Seven;
and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with
respect to such money.


 


Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of and premium, if any,
or interest, if any, on any Security and remaining unclaimed for two years after such principal and premium, if any, or interest,
if any, has become due and payable shall, to the extent permitted by law, be paid to the Company on Company Request, or, if then
held by the Company, shall be discharged from such trust; and, upon such payment or discharge, the Holder of such Security shall,
as an unsecured general creditor and not as a Holder of an Outstanding Security, look only to the Company and the Guarantor for
payment of the amount so due and payable and remaining unpaid, unless applicable law provides otherwise, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being required to make any
such payment to the Company, may at the expense of the Company cause to be mailed, on one occasion only, notice to such Holder
that such money remains unclaimed and that, after a date specified therein, which shall not be less than thirty (30) days from
the date of such mailing, any unclaimed balance of such money then remaining will be paid to the Company.


 


section
604.        Corporate Existence.


 


Subject to the rights of
the Company and the Guarantor under Article Eleven, each of the Company and the Guarantor shall do or cause to be
done all things necessary to preserve and keep in full force and effect its corporate existence.


 


section
605.        Maintenance of Properties.


 


Each of the Company and the
Guarantor shall cause (or, with respect to property owned in common with others, make reasonable effort to cause) all its properties
used or useful in the conduct of its business to be maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable effort to cause) to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as, in the judgment of the Company or the Guarantor, as the case may be,
may be necessary so that the business carried on in connection therewith may be properly conducted; provided, however,
that nothing in this Section shall prevent the Company or the Guarantor from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of its properties if such discontinuance is, in the judgment of the Company or the Guarantor,
as the case may be, desirable in the conduct of its business.


 




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section
606.        Annual Officer’s Certificate as to Compliance.


 


Not later than April 1 in
each year, commencing April 1, ____, each of the Company and the Guarantor shall deliver to the Trustee an Officer’s Certificate
which need not comply with Section 102, executed by its principal executive officer, principal financial officer
or the principal accounting officer, as to such officer’s knowledge of such obligor’s compliance with all conditions
and covenants under this Indenture, such compliance to be determined without regard to any period of grace or requirement of notice
under this Indenture, and making any other statements as may be required by the provisions of Section 314(a)(4) of the Trust Indenture
Act.


 


section
607.        Waiver of Certain Covenants.


 


The Company or the Guarantor
may omit in any particular instance to comply with any term, provision or condition set forth in (a) Section 602
or any additional covenant or restriction specified with respect to the Securities of any series, or any Tranche thereof, as contemplated
by Section 301 or by clause (b) of Section 1201 if before the time for such compliance
the Holders of a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches with respect to
which compliance with Section 602 or such additional covenant or restriction is to be omitted, considered as one
class, shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term,
provision or condition and (b) Section 604, Section 605 or Article Eleven if before the time for such
compliance the Holders of a majority in aggregate principal amount of Securities Outstanding under this Indenture shall, by Act
of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition;
but, in the case of (a) or (b), no such waiver shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force and effect.


 


ARTICLE
Seven


 


Satisfaction
and Discharge


 


section
701.        Satisfaction and Discharge of Securities.


 


Any Security or Securities,
or any portion of the principal amount thereof, shall be deemed to have been paid for all purposes of this Indenture, and the entire
indebtedness of the Company and the obligations of the Guarantor in respect thereof shall be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with the Trustee or any Paying Agent (other than the Company or the
Guarantor), in trust:


 


(a)          money
in an amount which shall be sufficient, or


 


(b)          in
the case of a deposit made prior to the Maturity of such Securities or portions thereof, Eligible Obligations, which shall not
contain provisions permitting the redemption or other prepayment thereof at the option of the issuer thereof, the principal of
and the interest on which when due, without any regard to reinvestment thereof, will provide moneys which, together with the money,
if any, deposited with or held by the Trustee or such Paying Agent, shall be sufficient, or


 


(c)          a
combination of (a) or (b) which shall be sufficient,


 


to pay when due the principal of and premium,
if any, and interest, if any, due and to become due on such Securities or portions thereof on or prior to Maturity; provided,
however, that in the case of the provision for payment or redemption of less than all the Securities of any series
or Tranche, such Securities or portions thereof shall have been selected by the Trustee as provided herein and, in the case of
a redemption, the notice requisite to the validity of such redemption shall have been given or irrevocable authority shall have
been given by the Company to the Trustee to give such notice, under arrangements satisfactory to the Trustee; and provided,
further, that the Company shall have delivered to the Trustee and such Paying Agent:


 




    	-34-



     


    

 


(x) if such deposit
shall have been made prior to the Maturity of such Securities, a Company Order stating that the money and Eligible Obligations
deposited in accordance with this Section shall be held in trust, as provided in Section 703;


 


(y) an Officer’s
Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the deemed payment
(such Officer’s Certificate to show the calculations on which it is based if such Officer’s Certificate is based upon
calculations) and, if the Officer’s Certificate described in clause (z) below shall have been delivered,
satisfaction and discharge of the Company’s indebtedness in respect of such Securities have been complied with; and


 


(z) if the Company
intends such deposit to satisfy and discharge its indebtedness in respect of such Securities or portions thereof prior to the Maturity
of such Securities or portion thereof, an Officer’s Certificate stating the Company’s intention that, upon delivery
of such Officer’s Certificate, its indebtedness in respect of such Securities or portions thereof will have been satisfied
and discharged as contemplated in this Section.


 


Upon the deposit of money
or Eligible Obligations, or both, in accordance with this Section, together with the documents required by clauses (x), (y)
and (z) above, the Trustee shall, upon receipt of a Company Request, acknowledge in writing that the Security or Securities
or portions thereof with respect to which such deposit was made are deemed to have been paid for all purposes of this Indenture
and that the entire indebtedness of the Company and the obligations of the Guarantor in respect thereof have been satisfied and
discharged as contemplated in this Section. In the event that all of the conditions set forth in the preceding paragraph shall
have been satisfied in respect of any Securities or portions thereof except that, for any reason, the Officer’s Certificate
specified in clause (z) (if otherwise required) shall not have been delivered, such Securities or portions thereof
shall nevertheless be deemed to have been paid for all purposes of this Indenture, and the Holders of such Securities or portions
thereof shall nevertheless be no longer entitled to the benefits of this Indenture or of any of the covenants of the Company under
Article Six (except the covenants contained in Sections 602 and 603) or any other covenants made in
respect of such Securities or portions thereof as contemplated by Section 301 or Section 1201(b), but
the indebtedness of the Company and the obligations of the Guarantor in respect of such Securities or portions thereof shall not
be deemed to have been satisfied and discharged prior to Maturity for any other purpose, and the Holders of such Securities or
portions thereof shall continue to be entitled to look to the Company for payment of the indebtedness represented thereby; and,
upon Company Request, the Trustee shall acknowledge in writing that such Securities or portions thereof are deemed to have been
paid for all purposes of this Indenture.


 


If payment at Stated Maturity
of less than all of the Securities of any series, or any Tranche thereof, is to be provided for in the manner and with the effect
provided in this Section, the Trustee shall select such Securities, or portions of principal amount thereof, in the manner specified
by Section 403 for selection for redemption of less than all the Securities of a series or Tranche.


 


In the event that Securities
which shall be deemed to have been paid for purposes of this Indenture, and, if such is the case, in respect of which the Company’s
indebtedness and the obligations of the Guarantor in respect thereof shall have been satisfied and discharged, all as provided
in this Section do not mature and are not to be redeemed within the sixty (60) day period commencing with the date of the deposit
of moneys or Eligible Obligations, as aforesaid, the Company shall, as promptly as practicable, give a notice, in the same manner
as a notice of redemption with respect to such Securities, to the Holders of such Securities to the effect that such deposit has
been made and the effect thereof.


 




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Notwithstanding that any
Securities shall be deemed to have been paid for purposes of this Indenture, as aforesaid, the obligations of the Company, the
Guarantor and the Trustee in respect of such Securities under Sections 304, 305, 306, 403, 404, 406, 503 (as to notice of
redemption), 602, 603, 907, 909, 910 and 915 and this Article Seven shall survive such satisfaction and discharge.


 


The Company shall pay, and
shall indemnify the Trustee or any Paying Agent with which Eligible Obligations shall have been deposited as provided in this Section
against, any tax, fee or other charge imposed on or assessed against such Eligible Obligations or the principal or interest received
in respect of such Eligible Obligations, including, but not limited to, any such tax payable by any entity deemed, for tax purposes,
to have been created as a result of such deposit.


 


Anything herein to the contrary
notwithstanding, (a) if, at any time after a Security would be deemed to have been paid for purposes of this Indenture, and, if
such is the case, the Company’s indebtedness and the obligations of the Guarantor in respect thereof would be deemed to have
been satisfied or discharged, pursuant to this Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, (i) shall be required to return the money or Eligible Obligations, or combination thereof, deposited
with it as aforesaid to the Company or its representative under any applicable Federal or State bankruptcy, insolvency or other
similar law, or (ii) are unable to apply any money in accordance with this Article with respect to any Securities by reason
of any order or judgment of any court or Governmental Authority enjoining, restraining or otherwise prohibiting such application,
such Security shall thereupon be deemed retroactively not to have been paid and any satisfaction and discharge of the Company’s
indebtedness and the obligations of the Guarantor in respect thereof shall retroactively be deemed not to have been effected, and
such Security shall be deemed to remain Outstanding and (b) any satisfaction and discharge of the Company’s indebtedness
and the obligations of the Guarantor in respect of any Security shall be subject to the provisions of the last paragraph
of Section 603.


 


section
702.        Satisfaction and Discharge of Indenture.


 


This Indenture shall upon
Company Request cease to be of further effect (except as hereinafter expressly provided), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when


 


(a)          no
Securities remain Outstanding hereunder; and


 


(b)          the
Company or the Guarantor has paid or caused to be paid, or made provision acceptable to the Trustee for payment of, all other sums
payable hereunder by the Company or the Guarantor;


 


provided, however,
that if, in accordance with the last paragraph of Section 701, any Security, previously deemed to have
been paid for purposes of this Indenture, shall be deemed retroactively not to have been so paid, this Indenture shall thereupon
be deemed retroactively not to have been satisfied and discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall reasonably request to evidence and acknowledge the same.


 


Notwithstanding the satisfaction
and discharge of this Indenture as aforesaid, the obligations of the Company, the Guarantor and the Trustee under Sections
304, 305, 306, 403, 404, 406, 503 (as to notice of redemption), 602, 603, 907, 909, 910 and 915 and this Article
Seven shall survive such satisfaction and discharge.


 




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Upon satisfaction and discharge
of this Indenture as provided in this Section, the Trustee shall assign, transfer and turn over to the Company or to the order
of the Company, subject to the lien provided by Section 907, any and all money, securities and other property then
held by the Trustee for the benefit of the Holders of the Securities other than money and Eligible Obligations held by the Trustee
pursuant to Section 703 and shall execute and deliver to the Company and the Guarantor such instruments as, in the
judgment of the Company and the Guarantor, shall be necessary, desirable or appropriate to effect or evidence the satisfaction
and discharge of this Indenture.


 


section
703.        Application of Trust Money.


 


Neither the Eligible Obligations
nor the money deposited pursuant to Section 701, nor the principal or interest payments on any such Eligible Obligations,
shall be withdrawn or used for any purpose other than, and such Eligible Obligations and money deposited and the principal and
interest payments on any such Eligible Obligations shall be held in trust for, the payment of the principal of and premium, if
any, and interest, if any, on the Securities or portions of principal amount thereof in respect of which such deposit was made,
all subject, however, to the provisions of Section 603; provided, however, that, so long
as there shall not have occurred and be continuing an Event of Default, any cash received from such principal or interest payments
on such Eligible Obligations, if not then needed for such purpose, shall, to the extent practicable, be invested in Eligible Obligations
of the type described in clause (b) in the first paragraph of Section 701 maturing at
such times and in such amounts as shall be sufficient, together with any other moneys and the proceeds of any other Eligible Obligations
then held by the Trustee, to pay when due the principal of and premium, if any, and interest, if any, due and to become due on
such Securities or portions thereof on and prior to the Maturity thereof, and interest earned from such reinvestment shall be paid
over to the Company or to the order of the Company as received, free and clear of any trust, lien or pledge under this Indenture
except the lien provided by Section 907; and provided, further, that, so long as there
shall not have occurred and be continuing an Event of Default, any moneys held in accordance with this Section on the Maturity
of all such Securities in excess of the amount required to pay the principal of and premium, if any, and interest, if any, then
due on such Securities shall be paid over to the Company or to the order of the Company free and clear of any trust, lien or pledge
under this Indenture except the lien provided by Section 907; and provided, further,
that if an Event of Default shall have occurred and be continuing, moneys to be paid over to the Company or to the order of the
Company pursuant to this Section shall be held until such Event of Default shall have been waived or cured.


 


ARTICLE
Eight


 


Events of Default; Remedies


 


section
801.        Events of Default.


 


“Event of Default,”
wherever used herein with respect to Securities of any series, means any one of the following events, subject to such additions
and exceptions as may be provided pursuant to Section 301:


 


(a)          failure
to pay interest, if any, on any Security of such series within thirty (30) days after the same becomes due and payable (whether
or not payment is prohibited by the subordination provisions of Article Fourteen or Article Fifteen
hereof); provided, however, that a valid extension of the interest payment period by the Company as
contemplated in Section 312 of this Indenture shall not constitute a default in the payment of interest for this
purpose; or


 




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(b)          failure
to pay the principal of or premium, if any, on any Security of such series when it becomes due and payable (whether or not payment
is prohibited by the subordination provisions of Article Fourteen or Article Fifteen hereof); or


 


(c)          failure
to perform, or breach of, any covenant or warranty of the Company or the Guarantor in this Indenture (other than a covenant or
warranty a default in the performance of which or breach of which is elsewhere in this Section specifically dealt with or which
has expressly been included in this Indenture solely for the benefit of one or more series of Securities other than such series)
and the continuance of such default or breach for a period of ninety (90) days after there has been given, by registered or certified
mail, to the Company and Guarantor by the Trustee, or to the Company, the Guarantor and the Trustee by the Holders of at least
33% in aggregate principal amount of the Outstanding Securities of such series, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder, unless the
Trustee, or the Trustee and the Holders of a principal amount of Securities of such series not less than the principal amount of
Securities the Holders of which gave such notice, as the case may be, shall agree in writing to an extension of such period prior
to its expiration; provided, however, that the Trustee, or the Trustee and the Holders of such principal
amount of Securities of such series, as the case may be, shall be deemed to have agreed to an extension of such period if corrective
action is initiated by the Company or the Guarantor within such period and is being diligently pursued in good faith; or


 


(d)          except
as provided by the terms of this Indenture, the Securities of such series and the Guarantees endorsed thereon, the cessation of
effectiveness of the Guarantee endorsed on a Security of such series or the finding by any judicial proceeding that the Guarantee
endorsed on a Security of such series is unenforceable or invalid or the denial or disaffirmation by the Guarantor of its obligations
under the Guarantee endorsed on a Security of such series; or


 


(e)          the
entry by a court having jurisdiction in the premises of (1) a decree or order for relief in respect of the Company or the Guarantor
in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar
law or (2) a decree or order adjudging the Company or the Guarantor a bankrupt or insolvent, or approving as properly filed a petition
by one or more Persons other than the Company or the Guarantor seeking reorganization, arrangement, adjustment or composition of
or in respect of the Company or the Guarantor under any applicable Federal or State bankruptcy, insolvency, reorganization or similar
law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official for the Company
or the Guarantor or for any substantial part of its property, or ordering the winding up or liquidation of its affairs, and any
such decree or order for relief or any such other decree or order shall have remained unstayed and in effect for a period of ninety
(90) consecutive days; or


 


(f)           the
commencement by the Company or the Guarantor of a voluntary case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or
the consent by the Company or the Guarantor to the entry of a decree or order for relief in respect of the Company or the Guarantor
in a case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to
the commencement of any bankruptcy or insolvency case or proceeding against the Company or the Guarantor, or the filing by the
Company or the Guarantor of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State
law, or the consent by the Company or the Guarantor to the filing of such petition or to the appointment of or taking possession
by a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or the Guarantor or of
any substantial part of its property, or the making by the Company or the Guarantor of an assignment for the benefit of creditors,
or the admission by the Company or the Guarantor in writing of its inability to pay its debts generally as they become due, or
the authorization of such action by the Board of Directors of the Company or the Guarantor; or


 




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(g)          any
other Event of Default with respect to Securities of such series as shall have been specified in the terms thereof as contemplated
by Section 301(o).


 


section
802.        Acceleration of Maturity; Rescission and Annulment.


 


If an Event of Default (other
than an Event of Default described in Section 801(c)) applicable to the Securities of one or more series, but not
applicable to all Outstanding Securities, shall have occurred and be continuing, either the Trustee or the Holders of not less
than 33% in aggregate principal amount of the Securities of each such series may then declare the principal amount of all Securities
of such series (or, if any of the Securities of such series are Discount Securities, such portion of the principal amount of such
Securities as may be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon
to be due and payable immediately (provided that the payment of principal and interest on such Securities shall remain subordinated
to the extent provided in this Indenture), by a notice in writing to the Company and the Guarantor (and to the Trustee if given
by Holders), and, upon receipt by the Company and the Guarantor of notice of such declaration of acceleration, such principal amount
(or specified amount) and interest accrued thereon shall become immediately due and payable. If an Event of Default (other than
an Event of Default described in Section 801(c)) applicable to all Outstanding Securities shall have occurred and
be continuing, either the Trustee or the Holders of not less than 33% in principal amount of all Securities then Outstanding (considered
as one class), and not the Holders of the Securities of any one of such series, may declare the principal of all Securities (or,
if any of the Securities of such series are Discount Securities, such portion of the principal amount of such Securities as may
be specified in the terms thereof as contemplated by Section 301) and interest accrued thereon to be due and payable
immediately (provided that the payment of principal and interest on such Securities shall remain subordinated to the extent provided
in this Indenture), by a notice in writing to the Company and the Guarantor (and to the Trustee if given by Holders), and, upon
receipt by the Company and the Guarantor of notice of such declaration of acceleration, such principal amount (or specified amount)
and interest accrued thereon shall become immediately due and payable.


 


At any time after such a
declaration of acceleration with respect to Securities of any series shall have been made and before a judgment or decree for payment
of the money due shall have been obtained by the Trustee as hereinafter in this Article provided, the Event or Events of Default
giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration
and its consequences shall, without further act, be deemed to have been rescinded and annulled, if


 


(a)          the
Company or the Guarantor shall have paid or deposited with the Trustee a sum sufficient to pay


 


(1)         all
overdue interest, if any, on all Securities of such series then Outstanding;


 




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(2)         the
principal of and premium, if any, on any Securities of such series then Outstanding which have become due otherwise than by such
declaration of acceleration and interest thereon at the rate or rates prescribed therefor in such Securities;


 


(3)         to
the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefor in
such Securities;


 


(4)         all
amounts due to the Trustee under Section 907;


 


and


 


(b)          if,
after application of money paid or deposited in accordance with clause (a) of this Section 802, Securities
of such series would remain Outstanding, any other Event or Events of Default with respect to Securities of such series, other
than the non-payment of the principal of Securities of such series which shall have become due solely by such declaration of acceleration,
shall have been cured or waived as provided in Section 813.


 


No such rescission shall affect any subsequent
Event of Default or impair any right consequent thereon.


 


section
803.        Collection of Indebtedness and Suits for Enforcement by Trustee.


 


If an Event of Default described
in clause (a) or (b) of Section 801 shall have occurred and be continuing, the Company or the Guarantor shall, upon
demand of the Trustee, pay to it, for the benefit of the Holders of the Securities of the series with respect to which such Event
of Default shall have occurred, the whole amount then due and payable on such Securities for principal and premium, if any, and
interest, if any, and, to the extent permitted by law, interest on premium, if any, and on any overdue principal and interest,
at the rate or rates prescribed therefor in such Securities, and, in addition thereto, such further amount as shall be sufficient
to cover any amounts due to the Trustee under Section 907.


 


If the Company shall fail
to pay such amounts forthwith upon such demand, the Trustee, in its own name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree
and may enforce the same against the Company and the Guarantor or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company and the Guarantor or any other
obligor upon such Securities, wherever situated.


 


If an Event of Default with
respect to Securities of any series shall have occurred and be continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the
Trustee shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.


 


section
804.        Trustee May File Proofs of Claim.


 


In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding
relative to the Company or the Guarantor or any other obligor upon the Securities or the property of the Company or Guarantor or
of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Securities shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand
on the Company or the Guarantor for the payment of overdue principal or interest) shall be entitled and empowered, by intervention
in such proceeding or otherwise,


 




    	-40-



     


    

 


(a)          to
file and prove a claim for the whole amount of principal, premium, if any, and interest, if any, owing and unpaid in respect of
the Securities and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for amounts due to the Trustee under Section 907) and of the Holders allowed in such judicial
proceeding, and


 


(b)          to
collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make
such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amounts due it under Section 907.


 


Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization,
arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee
to vote in respect of the claim of any Holder in any such proceeding.


 


section
805.        Trustee May Enforce Claims Without Possession of Securities.


 


All rights of action and
claims under this Indenture or the Securities or the Guarantees endorsed thereon may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.


 


section
806.        Application of Money Collected.


 


Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, to the extent permitted by law, at the date or dates
fixed by the Trustee and, in case of the distribution of such money on account of principal or premium, if any, or interest, if
any, upon presentation of the Securities in respect of which or for the benefit of which such money shall have been collected and
the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:


 


First:
To the payment of all amounts due the Trustee under Section 907;


 


Second:
Subject to the provisions of Articles Fourteen and Fifteen, the payment of the amounts then due and unpaid upon the
Securities for principal of and premium, if any, and interest, if any, in respect of which or for the benefit of which such money
has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities
for principal, premium, if any, and interest, if any, respectively; and


 




    	-41-



     


    

 


Third:
To the payment of the remainder, if any, to Company or the Guarantor, as applicable, as a court of competent jurisdiction shall
direct.


 


section
807.        Limitation on Suits.


 


No Holder shall have any
right to institute any proceeding, judicial or otherwise, with respect to this Indenture or the Securities, or for the appointment
of a receiver or trustee, or for any other remedy under or with respect to this Indenture or the Securities, unless:


 


(a)          such
Holder shall have previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities
of such series;


 


(b)          the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class, shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee hereunder;


 


(c)          such
Holder or Holders shall have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred
in compliance with such request;


 


(d)          the
Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity shall have failed to institute any
such proceeding; and


 


(e)          no
direction inconsistent with such written request shall have been given to the Trustee during such sixty (60)-day period by the
Holders of a majority in aggregate principal amount of the Outstanding Securities of all series in respect of which an Event of
Default shall have occurred and be continuing, considered as one class;


 


it being understood and intended that no one
or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture
or the Securities to affect, disturb or prejudice the rights of any other of such Holders or to obtain or to seek to obtain priority
or preference over any other of such Holders or to enforce any right under this Indenture or the Securities, except in the manner
herein provided and for the equal and ratable benefit of all of such Holders.


 


section
808.        Unconditional Right of Holders to Receive Principal, Premium and Interest.


 


Notwithstanding any other
provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment
of the principal of and premium, if any, and (subject to Section 307 and Section 312) interest,
if any, on such Security on the Stated Maturity or Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the
consent of such Holder.


 


section
809.        Restoration of Rights and Remedies.


 


If the Trustee or any Holder
has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding shall have been discontinued
or abandoned for any reason, or shall have been determined adversely to the Trustee or to such Holder, then and in every such case,
subject to any determination in such proceeding, the Company, the Guarantor and Trustee and such Holder shall be restored severally
and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and such Holder shall
continue as though no such proceeding had been instituted.


 




    	-42-



     


    

 


section
810.        Rights and Remedies Cumulative.


 


Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment
of any other appropriate right or remedy.


 


section
811.        Delay or Omission Not Waiver.


 


No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or
by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders, as the case may be.


 


section
812.        Control by Holders of Securities.


 


If an Event of Default shall
have occurred and be continuing in respect of a series of Securities, the Holders of a majority in principal amount of the Outstanding
Securities of such series shall have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series;
provided, however, that if an Event of Default shall have occurred and be continuing with respect to
more than one series of Securities, the Holders of a majority in aggregate principal amount of the Outstanding Securities of all
such series, considered as one class, shall have the right to make such direction, and not the Holders of the Securities of any
one of such series; and provided, further, that


 


(a)          such
direction shall not be in conflict with any rule of law or with this Indenture, and could not involve the Trustee in personal liability
in circumstances where indemnity would not, in the Trustee’s sole discretion, be adequate, and


 


(b)          the
Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.


 


section
813.        Waiver of Past Defaults.


 


The Holders of a majority
in aggregate principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of
such series waive any past default hereunder with respect to such series and its consequences, except a default


 


(a)          in
the payment of the principal of or premium, if any, or interest, if any, on any Security of such series, or


 


(b)          in
respect of a covenant or provision hereof which under Section 1202 cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 




    	-43-



     


    

 


Upon any such waiver, such
default shall cease to exist, and any and all Events of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.


 


section
814.        Undertaking for Costs.


 


The Company, the Guarantor
and the Trustee agree, and each Holder by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion
require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the
costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such
party litigant; but the provisions of this Section shall not apply to any suit instituted by the Company or the Guarantor, to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10%
in aggregate principal amount of the Outstanding Securities of all series in respect of which such suit may be brought, considered
as one class, or to any suit instituted by any Holder for the enforcement of the payment of the principal of or premium, if any,
or interest, if any, on any Security on or after the Stated Maturity or Maturities expressed in such Security (or, in the case
of redemption, on or after the Redemption Date).


 


section
815.        Waiver of Usury, Stay or Extension Laws.


 


Each of the Company and the
Guarantor covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture; and each of the Company and the Guarantor (to the
extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.


 


ARTICLE
Nine


 


The
Trustee


 


section
901.        Certain Duties and Responsibilities.


 


(a)          Except
during the continuance of an Event of Default with respect to Securities of any series,


 


(i)          the
Trustee undertakes to perform, with respect to Securities of such series, such duties and only such duties as are specifically
set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and


 


(ii)         in
the absence of bad faith on its part, the Trustee may, with respect to Securities of such series, conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee
and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provisions
hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine
whether or not they conform to the requirements of this Indenture.


 




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(b)          In
case an Event of Default with respect to Securities of any series shall have occurred and be continuing, the Trustee shall exercise,
with respect to the Securities of such series, such of the rights and powers vested in it by this Indenture, and use the same degree
of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or
her own affairs.


 


(c)          No
provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:


 


(i)          this
Section 901(c) shall not be construed to limit the effect of Section 901(a);


 


(ii)         the
Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that
the Trustee was negligent in ascertaining the pertinent facts;


 


(iii)        the
Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the
direction of the Holders of a majority in aggregate principal amount of the Outstanding Securities of any one or more series, as
provided herein, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and


 


(iv)         no
provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured
to it.


 


(d)          Notwithstanding
anything contained in this Indenture to the contrary, the duties and responsibilities of the Trustee under this Indenture shall
be subject to the protections, exculpations and limitations on liability afforded to an indenture trustee under the provisions
of the Trust Indenture Act. For the purposes of Sections 315(b) and 315(d)(2) of the Trust Indenture Act, the term “responsible
officer” means a Responsible Officer (as herein defined).


 


(e)          Whether
or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this Section.


 


section
902.        Notice of Defaults.


 


The Trustee shall give notice
of any default hereunder with respect to the Securities of any series to the Holders of Securities of such series in the manner
and to the extent required to do so by the Trust Indenture Act, unless such default shall have been cured or waived; provided,
however, that in the case of any default of the character specified in Section 801(c), no such notice
to Holders shall be given until at least forty-five (45) days after the occurrence thereof. For the purpose of this Section, the
term “default” means any event which is, or after notice or lapse of time, or both, would become, an Event of
Default with respect to the Securities of such series.


 




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section
903.        Certain Rights of Trustee.


 


Subject to the provisions
of Section 901 and to the applicable provisions of the Trust Indenture Act:


 


(a)          the
Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(b)          any
request or direction of the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company
Order, or a Guarantor Request or Guarantor Order, as the case may be, or as otherwise expressly provided herein, and any resolution
of the Board of Directors of the Company or the Guarantor may be sufficiently evidenced by a Board Resolution thereof;


 


(c)          whenever
in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence
of bad faith on its part, conclusively rely upon an Officer’s Certificate of the Company or the Guarantor, as appropriate;


 


(d)          the
Trustee may consult with counsel of its selection and the written advice of such counsel or any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and
in reliance thereon;


 


(e)          the
Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction
of any Holder pursuant to this Indenture, unless such Holder shall have offered to the Trustee security or indemnity reasonably
satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or
direction;


 


(f)          the
Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts
or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall (subject
to applicable legal requirements) with prior notice to the Company and the Guarantor be entitled to examine, during normal business
hours, the books, records and premises of the Company, personally or by agent or attorney;


 


(g)          the
Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents
or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder;


 


(h)          except
as otherwise provided in Section 801, the Trustee shall not be charged with knowledge of any Event of Default with
respect to the Securities of any series for which it is acting as Trustee unless either (1) a Responsible Officer of the Trustee
shall have actual knowledge of the Event of Default or (2) written notice of such Event of Default shall have been given to the
Trustee by the Company, Guarantor or any other obligor on such Securities or by any Holder of such Securities;


 




    	-46-



     


    

 


(i)           the
Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed
by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;


 


(j)           the
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder; and


 


(k)          in
no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind
whatsoever (including, without limitation, loss of profit) irrespective of whether the Trustee has been advised of the likelihood
of such loss or damage and regardless of the form of action.


 


section
904.        Not Responsible for Recitals or Issuance of Securities.


 


The recitals contained herein
and in the Securities and the Guarantees endorsed thereon (except the Trustee’s certificates of authentication) shall be
taken as the statements of the Company and the Guarantor, as the case may be, and neither the Trustee nor any Authenticating Agent
assumes responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture
or of the Securities or the Guarantees endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be accountable
for the use or application by the Company of Securities or the proceeds thereof.


 


section
905.        May Hold Securities.


 


Each of the Trustee, any
Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, the Guarantor or the Trustee,
in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 908 and 913,
may otherwise deal with the Company or the Guarantor with the same rights it would have if it were not the Trustee, Authenticating
Agent, Paying Agent, Security Registrar or such other agent.


 


section
906.        Money Held in Trust.


 


Money held by the Trustee
in trust hereunder need not be segregated from other funds, except to the extent required by law. The Trustee shall be under no
liability for interest on or investment of any money received by it hereunder except as expressly provided herein or otherwise
agreed with, and for the sole benefit of, the Company or the Guarantor.


 


section
907.        Compensation and Reimbursement.


 


The Company agrees


 


(a)          to
pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the Company and the Trustee
shall from time to time agree in writing (which compensation shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust);


 




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(b)          except
as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and
advances reasonably incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable
compensation and the expenses and disbursements of its agents and counsel), except to the extent that any such expense, disbursement
or advance may be attributable to the Trustee’s negligence, willful misconduct or bad faith; and


 


(c)          to
indemnify the Trustee and hold it harmless from and against, any loss, liability or expense incurred without negligence or bad
faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder or the
performance of its duties hereunder, including the costs and expenses of defending itself against any claim or liability in connection
with the exercise or performance of any of its powers or duties hereunder or in connection with enforcing the provisions of this
Section 907, except to the extent any such loss, liability or expense may be attributable to its negligence, willful
misconduct or bad faith.


 


As security for the performance
of the obligations of the Company under this Section, the Trustee shall have a lien prior to the Securities upon all property and
funds held or collected by the Trustee as such other than property and funds held in trust under Section 703 (except
as otherwise provided in Section 703). “Trustee” for purposes of this Section shall include any
predecessor Trustee; provided, however, that the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.


 


When the Trustee incurs expenses
or renders services in connection with an Event of Default specified in Section 801(d) or Section 801(e),
the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal and State bankruptcy, insolvency or other similar law.


 


The provisions of this Section
907 shall survive the termination of this Indenture.


 


section
908.        Disqualification; Conflicting Interests.


 


If the Trustee shall have
or acquire any conflicting interest within the meaning of the Trust Indenture Act, it shall either eliminate such conflicting interest
or resign to the extent, in the manner and with the effect, and subject to the conditions, provided in the Trust Indenture Act
and this Indenture. To the extent permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a conflicting interest
by virtue of being a trustee under any indenture, agreement or guarantee between or among The Bank of New York Mellon, as
trustee, and the Company and/or any of its Affiliates and the Securities of any series shall be deemed to be specifically described
in this Indenture for the purposes of clause (i) of the first proviso contained in Section 310(b) of the Trust Indenture Act.


 


section
909.        Corporate Trustee Required; Eligibility.


 


There shall at all times
be a Trustee hereunder which shall be


 


(a)          a
Corporation organized and doing business under the laws of the United States, any State or Territory thereof or the District of
Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000
and subject to supervision or examination by Federal or State authority, or


 




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(b)          if
and to the extent permitted by the Commission by rule, regulation or order upon application, a Corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such laws to exercise corporate trust powers, having
a combined capital and surplus of at least $50,000,000 or the Dollar equivalent of the applicable foreign currency and subject
to supervision or examination by authority of such foreign government or a political subdivision thereof substantially equivalent
to supervision or examination applicable to United States institutional trustees,


 


and in either case qualified and eligible under
this Article and the Trust Indenture Act. If such Corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of such supervising or examining authority, then for the purposes of this Section, the combined capital
and surplus of such Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section
and the Trust Indenture Act, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.


 


section
910.        Resignation and Removal; Appointment of Successor.


 


(a)          No
resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective
until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 911.


 


(b)          The
Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company
and the Guarantor. If the instrument of acceptance by a successor Trustee required by Section 911 shall not have
been delivered to the Trustee within thirty (30) days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such
series.


 


(c)          The
Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee, the Company and the Guarantor.


 


(d)          If
at any time:


 


(1)          the
Trustee shall fail to comply with Section 908 after written request therefor by the Company, the Guarantor or by
any Holder who has been a bona fide Holder for at least six months, or


 


(2)          the
Trustee shall cease to be eligible under Section 909 or Section 310(a) of the Trust Indenture Act and shall fail
to resign after written request therefor by the Company, the Guarantor or by any such Holder, or


 


(3)          the
Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property
shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation,


 


then, in any such case, (x) the Company
and the Guarantor by Board Resolution may remove the Trustee with respect to all Securities or (y) subject to Section
814, any Holder who has been a bona fide Holder for at least six months may, on behalf of himself and all others similarly
situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment
of a successor Trustee or Trustees.


 




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(e)           If
the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any
cause (other than as contemplated in clause (y) in subsection (d) of this Section), with respect to
the Securities of one or more series, the Company and the Guarantor, by Board Resolution, shall promptly appoint a successor Trustee
or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be
appointed with respect to the Securities of one or more or all of such series and that at any time (subject to Section 914)
there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements
of Section 911. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy,
a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company and the Guarantor. If no successor Trustee with respect to the Securities of any series shall
have been so appointed by the Company and the Guarantor or the Holders and accepted appointment in the manner required by Section
911, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of
itself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.


 


(f)           So
long as no event which is, or after notice or lapse of time, or both, would become, an Event of Default shall have occurred and
be continuing, and except with respect to a Trustee appointed by Act of the Holders of a majority in principal amount of the Outstanding
Securities pursuant to subsection (e) of this Section, if the Company and the Guarantor shall have delivered to the
Trustee (i) Board Resolution appointing a successor Trustee, effective as of a date specified therein, and (ii) an instrument of
acceptance of such appointment, effective as of such date, by such successor Trustee in accordance with Section 911,
the Trustee shall be deemed to have resigned as contemplated in subsection (b) of this Section, the successor Trustee
shall be deemed to have been appointed by the Company and the Guarantor pursuant to subsection (e) of this Section
and such appointment shall be deemed to have been accepted as contemplated in Section 911, all as of such date, and
all other provisions of this Section and Section 911 shall be applicable to such resignation, appointment and acceptance
except to the extent inconsistent with this subsection (f).


 


(g)          The
Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series
in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to
the Securities of such series and the address of its Corporate Trust Office..


 


section
911.        Acceptance of Appointment by Successor.


 


(a)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of all series, every such successor Trustee
so appointed shall execute, acknowledge and deliver to the Company, the Guarantor and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee,
without any further act, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Company, the Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of all sums owed to it,
execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee
and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.


 




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(b)          In
case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the
Company, the Guarantor the retiring Trustee and each successor Trustee with respect to the Securities of such series shall execute
and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities,
shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring
shall continue to be vested in the retiring Trustee and (3) shall add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and
that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered
by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act,
shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates; but, on request of the Company, the Guarantor or any
successor Trustee, such retiring Trustee, upon payment of all sums owed to it, shall duly assign, transfer and deliver to such
successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.


 


(c)          Upon
request of any such successor Trustee, the Company and the Guarantor shall execute any instruments which fully vest in and confirm
to such successor Trustee all such rights, powers and trusts referred to in subsection (a) or (b) of this Section,
as the case may be.


 


(d)          No
successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified
and eligible under this Article.


 


section
912.        Merger, Conversion, Consolidation or Succession to Business.


 


Any Corporation or other
Person into which the Trustee may be merged or converted or with which it may be consolidated, or any Corporation resulting from
any merger, conversion or consolidation to which the Trustee shall be a party, or any Corporation succeeding to all or substantially
all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such Corporation
shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication
and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.


 




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section
913.        Preferential Collection of Claims Against Company.


 


If the Trustee shall be or
become a creditor of the Company, the Guarantor or any other obligor upon the Securities (other than by reason of a relationship
described in Section 311(b) of the Trust Indenture Act), the Trustee shall be subject to any and all applicable provisions of the
Trust Indenture Act regarding the collection of claims against the Company, the Guarantor or such other obligor. For purposes of
Section 311(b) of the Trust Indenture Act:


 


(a)          the
term “cash transaction” means any transaction in which full payment for goods or securities sold is made within
seven days after delivery of the goods or securities in currency or in checks or other orders drawn upon banks or bankers and payable
upon demand;


 


(b)          the
term “self-liquidating paper” means any draft, bill of exchange, acceptance or obligation which is made, drawn,
negotiated or incurred by the Company, the Guarantor or such obligor for the purpose of financing the purchase, processing, manufacturing,
shipment, storage or sale of goods, wares or merchandise and which is secured by documents evidencing title to, possession of,
or a lien upon, the goods, wares or merchandise or the receivables or proceeds arising from the sale of the goods, wares or merchandise
previously constituting the security, provided the security is received by the Trustee simultaneously with the creation
of the creditor relationship with the Company, the Guarantor or such obligor arising from the making, drawing, negotiating or incurring
of the draft, bill of exchange, acceptance or obligation.


 


section
914.        Co-trustees and Separate Trustees.


 


At any time or times, for
the purpose of meeting the legal requirements of any applicable jurisdiction, the Company, the Guarantor and the Trustee shall
have power to appoint, and, upon the written request of the Trustee or of the Holders of at least 33% in principal amount of the
Securities then Outstanding, the Company and the Guarantor shall for such purpose join with the Trustee in the execution and delivery
of all instruments and agreements necessary or proper to appoint, one or more Persons approved by the Trustee either to act as
co-trustee, jointly with the Trustee, or to act as separate trustee, in either case with such powers as may be provided in the
instrument of appointment, and to vest in such Person or Persons, in the capacity aforesaid, any property, title, right or power
deemed necessary or desirable, subject to the other provisions of this Section. If the Company or the Guarantor does not join in
such appointment within fifteen (15) days after the receipt by it of a request so to do, or if an Event of Default shall have occurred
and be continuing, the Trustee alone shall have power to make such appointment.


 


Should any written instrument
or instruments from the Company or the Guarantor be required by any co-trustee or separate trustee to more fully confirm to such
co-trustee or separate trustee such property, title, right or power, any and all such instruments shall, on request, be executed,
acknowledged and delivered by the Company or the Guarantor, as the case may be.


 


Every co-trustee or separate
trustee shall, to the extent permitted by law, but to such extent only, be appointed subject to the following conditions:


 


(a)          the
Securities shall be authenticated and delivered, and all rights, powers, duties and obligations hereunder in respect of the custody
of securities, cash and other personal property held by, or required to be deposited or pledged with, the Trustee hereunder, shall
be exercised solely, by the Trustee;


 




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(b)          the
rights, powers, duties and obligations hereby conferred or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either by the Trustee or by the Trustee and such co-trustee
or separate trustee jointly, as shall be provided in the instrument appointing such co-trustee or separate trustee, except to the
extent that under any law of any jurisdiction in which any particular act is to be performed, the Trustee shall be incompetent
or unqualified to perform such act, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or separate trustee.


 


(c)          the
Trustee at any time, by an instrument in writing executed by it, with the concurrence of the Company and the Guarantor, may accept
the resignation of or remove any co-trustee or separate trustee appointed under this Section, and, if an Event of Default shall
have occurred and be continuing, the Trustee shall have power to accept the resignation of, or remove, any such co-trustee or separate
trustee without the concurrence of the Company or the Guarantor. Upon the written request of the Trustee, the Company and the Guarantor
shall join with the Trustee in the execution and delivery of all instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate trustee so resigned or removed may be appointed in the manner
provided in this Section;


 


(d)          no
co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder, and the Trustee shall not be personally liable by reason of any act or omission of any such co-trustee
or separate trustee; and


 


(e)          any
Act of Holders delivered to the Trustee shall be deemed to have been delivered to each such co-trustee and separate trustee.


 


section
915.        Appointment of Authenticating Agent.


 


The Trustee may appoint an
Authenticating Agent or Agents acceptable to the Company with respect to the Securities of one or more series, or any Tranche thereof,
which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series or Tranche, and any Guarantee
to be endorsed thereon, issued upon original issuance, exchange, registration of transfer or partial redemption thereof or pursuant
to Section 306, and Securities, and any Guarantees endorsed thereon, so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities or the Guarantee by the Trustee or the Trustee’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and the Guarantor and shall at all times be a Corporation organized and
doing business under the laws of the United States, any State or Territory thereof or the District of Columbia or the Commonwealth
of Puerto Rico, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital
and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section.


 




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Any Corporation into which
an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Corporation resulting from any
merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Corporation succeeding to the corporate
agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided
such Corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act
on the part of the Trustee or the Authenticating Agent.


 


An Authenticating Agent may
resign at any time by giving written notice thereof to the Trustee, the Company and the Guarantor. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Company and
the Guarantor. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and the Guarantor. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally
named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.


 


The Company agrees to pay
to each Authenticating Agent from time to time reasonable compensation for its services under this Section.


 


The provisions of Sections
308, 904 and 905 shall be applicable to each Authenticating Agent.


 


If an appointment with respect
to the Securities of one or more series, or any Tranche thereof, shall be made pursuant to this Section, the Securities of such
series or Tranche may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate
of authentication substantially in the following form:


 


This is one of the Securities
of the series designated therein referred to in the within-mentioned Indenture.


 


	Dated:	THE BANK OF NEW YORK MELLON, as Trustee
	 	 	 
	 	By:	 
	 	 	Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


If all of the Securities
of a series may not be originally issued at one time, and if the Trustee does not have an office capable of authenticating Securities
upon original issuance located in a Place of Payment where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which writing need not comply with Section 102
and need not be accompanied by an Opinion of Counsel), shall appoint, in accordance with this Section and in accordance with such
procedures as shall be acceptable to the Trustee, an Authenticating Agent having an office in a Place of Payment designated by
the Company with respect to such series of Securities.


 




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ARTICLE
Ten


 


Holders’
Lists and Reports by Trustee, Company and Guarantor


 


section
1001.      Lists of Holders.


 


Semiannually, not later than
June 1 and December 1 in each year, commencing _______________, and at such other times as the Trustee may request in writing,
the Company shall furnish or cause to be furnished to the Trustee information as to the names and addresses of the Holders, and
the Trustee shall preserve such information and similar information received by it in any other capacity and afford to the Holders
access to information so preserved by it, all to such extent, if any, and in such manner as shall be required by the Trust Indenture
Act; provided, however, that no such list need be furnished so long as the Trustee shall be the Security
Registrar.


 


section
1002.      Reports by Trustee, Company and Guarantor.


 


Not later than July 15 in
each year, commencing July 15, ____, the Trustee shall transmit to the Holders, the Commission and each securities exchange upon
which any Securities are listed, a report, dated as of the next preceding April 15, with respect to any events and other matters
described in Section 313(a) of the Trust Indenture Act, in such manner and to the extent required by the Trust Indenture Act. The
Trustee shall transmit to the Holders, the Commission and each securities exchange upon which any Securities are listed, and the
Company and the Guarantor, as the case requires, shall file with the Trustee (within thirty (30) days after filing with the Commission
in the case of reports which pursuant to the Trust Indenture Act must be filed with the Commission and furnished to the Trustee)
and transmit to the Holders, such other information, reports and other documents, if any, at such times and in such manner, as
shall be required by the Trust Indenture Act. The Company shall notify the Trustee of the listing of any Securities on any securities
exchange and of any delisting thereof.


 


ARTICLE
Eleven


 


Consolidation,
Merger, Conveyance or Other Transfer


 


section
1101.      Company or Guarantor May Consolidate, etc., Only on Certain Terms.


 


Neither the Company nor the
Guarantor shall consolidate with or merge into any other entity, or convey or otherwise transfer or lease its properties and assets
substantially as an entirety to any Person, unless


 


(a)          the
Person formed by such consolidation or into which the Company or the Guarantor, as the case may be, is merged or the Person which
acquires by conveyance or transfer, or which leases, the properties and assets of the Company or the Guarantor, as the case may
be, substantially as an entirety shall be a Person organized and existing under the laws of the United States, any State thereof
or the District of Columbia, and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee,
in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any,
on all Outstanding Securities (or the Guarantees endorsed thereon, as the case may be) and the performance of every covenant of
this Indenture on the part of the Company or the Guarantor, as the case may be, to be performed or observed;


 




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(b)          immediately
after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and


 


(c)          the
Company or the Guarantor, as the case may be, shall have delivered to the Trustee an Officer’s Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, conveyance, or other transfer or lease and such supplemental indenture
comply with this Article and that all conditions precedent herein provided for relating to such transactions have been complied
with.


 


section
1102.      Successor Entity Substituted.


 


Upon any consolidation by
the Company or the Guarantor with or merger by the Company or the Guarantor into any other Person or any conveyance, or other transfer
or lease of the properties and assets of the Company or the Guarantor substantially as an entirety in accordance with Section
1101, the successor Person formed by such consolidation or into which the Company or the Guarantor, as the case may be,
is merged or the Person to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or the Guarantor, as the case may be, under this Indenture with the same effect as if such
successor Person had been named as the Company or the Guarantor, as the case may be, herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding
hereunder (or the Guarantees endorsed thereon, as the case may be).


 


section
1103.      Limitation.


 


Nothing in this Indenture
shall be deemed to prevent or restrict:


 


(a)          any
consolidation or merger after the consummation of which the Company or the Guarantor would be the surviving or resulting entity,


 


(b)          any
consolidation of the Company with the Guarantor or any other Person all of the outstanding voting securities of which are owned,
directly or indirectly, by the Guarantor; or any merger of any of such Persons into any other of such Persons; or any conveyance
or other transfer, or lease, of its properties substantially as an entirety by any thereof to any other thereof,


 


(c)          any
conveyance or other transfer, or lease, of any part of the properties and/or assets of the Company or the Guarantor which does
not constitute the entirety, or substantially the entirety, of its properties and assets,


 


(d)          the
approval by the Company or the Guarantor of, or the consent by the Company or the Guarantor to, any consolidation or merger to
which any direct or indirect subsidiary or affiliate of the Company or the Guarantor, as the case requires, may be a party or any
conveyance, transfer or lease by any such subsidiary or affiliate of any of its properties or assets, or


 


(e)          any
other transaction not contemplated by Section 1101.


 




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ARTICLE
Twelve


 


Supplemental
Indentures


 


section
1201.      Supplemental Indentures Without Consent of Holders.


 


Without the consent of any
Holders, the Company, the Guarantor and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental
hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:


 


(a)          to
evidence the succession of another Person to the Company or the Guarantor, as the case may be, and the assumption by any such successor
of the covenants of the Company or the Guarantor, as the case may be, herein and in the Securities or the Guarantees endorsed thereon,
all as provided in Article Eleven; or


 


(b)          to
add one or more covenants of the Company or the Guarantor or other provisions for the benefit of all Holders or for the benefit
of the Holders of, or to remain in effect only so long as there shall be Outstanding, Securities of one or more specified series,
or one or more specified Tranches thereof, or to surrender any right or power herein conferred upon the Company or Guarantor; or


 


(c)          to
add any additional Events of Default with respect to all or any series of Securities Outstanding hereunder; or


 


(d)          to
change or eliminate any provision of this Indenture or to add any new provision to this Indenture; provided, however,
that if such change, elimination or addition shall adversely affect the interests of the Holders of Securities of any series or
Tranche Outstanding on the date of such indenture supplemental hereto in any material respect, such change, elimination or addition
shall become effective (i) with respect to such series or Tranche only pursuant to the provisions of Section 1202
hereof or (ii) when no Security of such series or Tranche remains Outstanding; or


 


(e)          to
provide collateral security for all but not part of the Securities; or


 


(f)          to
establish the form or terms of Securities of any series or Tranche or any Guarantees as contemplated by Sections 201 and
301; or


 


(g)          to
provide for the authentication and delivery of bearer securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and replacement thereof and for the giving of notice to, and the
solicitation of the vote or consent of, the holders thereof, and for any and all other matters incidental thereto; or


 


(h)          to
evidence and provide for the acceptance of appointment hereunder by a separate or successor Trustee or co-trustee with respect
to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of
Section 911(b); or


 




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(i)          to
provide for the procedures required to permit the Company to utilize, at its option, a non-certificated system of registration
for all, or any series or Tranche of, the Securities; or


 


(j)          to
change any place or places where (1) the principal of and premium, if any, and interest, if any, on all or any series of Securities,
or any Tranche thereof, shall be payable, (2) all or any series of Securities, or any Tranche thereof, may be surrendered for registration
of transfer, (3) all or any series of Securities, or any Tranche thereof, may be surrendered for exchange and (4) notices and demands
to or upon the Company or the Guarantor in respect of all or any series of Securities, or any Tranche thereof, and this Indenture
may be served; or


 


(k)          to
cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision
herein, or to make any other changes to the provisions hereof or to add other provisions with respect to matters or questions arising
under this Indenture, provided that such other changes or additions shall not adversely affect the interests of the
Holders of Securities of any series or Tranche in any material respect; or


 


(l)          to
amend and restate this Indenture, as originally executed and delivered and as it may have been subsequently amended, in its entirety,
but with such additions, deletions and other changes as shall not adversely affect the interests of the Holders of the Securities
of any series or Tranche in any material respect.


 


Without limiting the generality
of the foregoing, if the Trust Indenture Act as in effect at the date of the execution and delivery of this Indenture or at any
time thereafter shall be amended and


 


(x)          if
any such amendment shall require one or more changes to any provisions hereof or the inclusion herein of any additional provisions,
or shall by operation of law be deemed to effect such changes or incorporate such provisions by reference or otherwise, this Indenture
shall be deemed to have been amended so as to conform to such amendment to the Trust Indenture Act, and the Company, the Guarantor
and the Trustee may, without the consent of any Holders, enter into an indenture supplemental hereto to effect or evidence such
changes or additional provisions; or


 


(y)          if
any such amendment shall permit one or more changes to, or the elimination of, any provisions hereof which, at the date of the
execution and delivery hereof or at any time thereafter, are required by the Trust Indenture Act to be contained herein, or are
contained herein to reflect any provision of the Trust Indenture Act as in effect at such date, this Indenture shall be deemed
to have been amended to effect such changes or elimination, and the Company, the Guarantor and the Trustee may, without the consent
of any Holders, enter into an indenture supplemental hereto to effect such changes or elimination or evidence such amendment hereof.


 


section
1202.      Supplemental Indentures With Consent of Holders.


 


Subject to the provisions
of Section 1201, with the consent of the Holders of a majority in aggregate principal amount of the Securities of
all series then Outstanding under this Indenture, considered as one class, by Act of said Holders delivered to the Company, the
Guarantor and the Trustee, the Company and the Guarantor, when authorized by a Board Resolution, and the Trustee may enter into
an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or modifying in any manner the rights of the Holders of Securities of such series under
this Indenture; provided, however, that if there shall be Securities of more than one series Outstanding
hereunder and if a proposed supplemental indenture shall directly affect the rights of the Holders of Securities of one or more,
but less than all, of such series, then the consent only of the Holders of a majority in aggregate principal amount of the Outstanding
Securities of all series so directly affected, considered as one class, shall be required; and provided, further,
that if the Securities of any series shall have been issued in more than one Tranche and if the proposed supplemental indenture
shall directly affect the rights of the Holders of Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the Outstanding Securities of all Tranches so directly affected,
considered as one class, shall be required; and provided, further, that no such supplemental indenture
shall:


 




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(a)          change
the Stated Maturity of the principal of, or any installment of principal of or interest on (except as provided in Section
312 hereof), any Security, or reduce the principal amount thereof or the rate of interest thereon (or the amount of any
installment of interest thereon) or change the method of calculating such rate or reduce any premium payable upon the redemption
thereof, or reduce the amount of the principal of a Discount Security that would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 802, or change the coin or currency (or other property), in which
any Security or any premium or the interest thereon is payable, or impair the right to institute suit for the enforcement of any
such payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or after the Redemption Date),
or impair the right to receive payments under the Guarantee or to institute suit for the enforcement of any such payment under
the Guarantee, without, in any such case, the consent of the Holder of such Security, or


 


(b)          reduce
the percentage in principal amount of the Outstanding Securities of any series or any Tranche thereof, the consent of the Holders
of which is required for any such supplemental indenture, or the consent of the Holders of which is required for any waiver of
compliance with any provision of this Indenture or of any default hereunder and its consequences, or reduce the requirements of
Section 1304 for quorum or voting, without, in any such case, the consent of the Holders of each Outstanding Security
of such series or Tranche, or


 


(c)          modify
any of the provisions of this Section, Section 607 or Section 813 with respect to the Securities of
any series, or any Tranche thereof, or except to increase the percentages in principal amount referred to in this Section or such
other Sections or to provide that other provisions of this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed
to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes
in this Section, or the deletion of this proviso, in accordance with the requirements of Sections 911(b), 914 and 1201(h).


 


A supplemental indenture
which (x) changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or of one or more Tranches thereof, or (y) which modifies the rights
of the Holders of Securities of such series or Tranches with respect to such covenant or other provision, shall be deemed not to
affect the rights under this Indenture of the Holders of Securities of any other series or Tranche.


 


It shall not be necessary
for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such Act shall approve the substance thereof. A waiver by a Holder of such Holder’s right to consent under
this Section shall be deemed to be a consent of such Holder.


 




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Anything in this Indenture
to the contrary notwithstanding, if the Officer’s Certificate, supplemental indenture or Board Resolution, as the case may
be, establishing the Securities of any series or Tranche shall provide that the Company may make certain specified additions, changes
or eliminations to or from this Indenture which shall be specified in such Officer’s Certificate, supplemental indenture
or Board Resolution establishing such series or Tranche, (a) the Holders of Securities of such series or Tranche shall be deemed
to have consented to such additions, changes or eliminations to or from this Indenture which shall be specified in such Officer’s
Certificate, supplemental indenture or Board Resolution establishing such series or Tranche, (b) no Act of such Holders shall be
required to evidence such consent and (c) such consent may be counted in the determination of whether or not the Holders of the
requisite principal amount of Securities shall have consented to such additions, changes or eliminations.


 


section
1203.      Execution of Supplemental Indentures.


 


In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts
created by this Indenture, the Trustee shall be provided with, and (subject to Section 901) shall be fully protected
in relying upon, an Opinion of Counsel and an Officer’s Certificate stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties, immunities or liabilities under this Indenture or otherwise.


 


section
1204.      Effect of Supplemental Indentures.


 


Upon the execution of any
supplemental indenture under this Article this Indenture shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and
delivered hereunder shall be bound thereby. Any supplemental indenture permitted by this Article may restate this Indenture in
its entirety, and, upon the execution and delivery thereof, any such restatement shall supersede this Indenture as theretofore
in effect for all purposes.


 


section
1205.      Conformity With Trust Indenture Act.


 


Every supplemental indenture
executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.


 


section
1206.      Reference in Securities to Supplemental Indentures.


 


Securities of any series,
or any Tranche thereof, authenticated and delivered after the execution of any supplemental indenture pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company and the Guarantor shall so determine, new Securities of any series, or any Tranche thereof,
so modified as to conform, in the opinion of the Trustee, the Company and the Guarantor, to any such supplemental indenture may
be prepared and executed by the Company with the Guarantees endorsed thereon and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche.


 




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section
1207.      Modification Without Supplemental Indenture.


 


If the terms of any particular
series of Securities shall have been established in a Board Resolution or an Officer’s Certificate pursuant to a Board Resolution
as contemplated by Section 301, and not in an indenture supplemental hereto, additions to, changes in or the elimination
of any of such terms may be effected by means of a supplemental Board Resolution or Officer’s Certificate, as the case may
be, delivered to, and accepted in writing by, the Trustee; provided, however, that such supplemental
Board Resolution or Officer’s Certificate shall not be accepted by the Trustee or otherwise be effective unless all conditions
set forth in this Indenture which would be required to be satisfied if such additions, changes or elimination were contained in
a supplemental indenture shall have been appropriately satisfied. Upon the acceptance thereof by the Trustee, any such supplemental
Board Resolution or Officer’s Certificate shall be deemed to be a “supplemental indenture” for purposes of Sections
1204 and 1206.


 


ARTICLE
Thirteen


 


Meetings
of Holders; Action Without Meeting


 


section
1301.      Purposes for Which Meetings May Be Called.


 


A meeting of Holders of Securities
of one or more, or all, series, or any Tranche or Tranches thereof, may be called at any time and from time to time pursuant to
this Article to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be made, given or taken by Holders of Securities of such series or Tranches.


 


section
1302.      Call, Notice and Place of Meetings.


 


(a)          The
Trustee may at any time call a meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof,
for any purpose specified in Section 1301, to be held at such time and at such place in the Borough of Manhattan,
The City of New York as the Trustee shall determine, or, with the approval of the Company and the Guarantor, at any other place.
Notice of every such meeting, setting forth the time and the place of such meeting and in general terms the action proposed to
be taken at such meeting, shall be given, in the manner provided in Section 106, not less than twenty-one (21) nor
more than one hundred eighty (180) days prior to the date fixed for the meeting.


 


(b)          If
the Trustee shall have been requested to call a meeting of the Holders of Securities of one or more, or all, series, or any Tranche
or Tranches thereof, by the Company, the Guarantor or by the Holders of 33% in aggregate principal amount of all of such series
and Tranches, considered as one class, for any purpose specified in Section 1301, by written request setting forth
in reasonable detail the action proposed to be taken at the meeting, and the Trustee shall not have given the notice of such meeting
within twenty-one (21) days after receipt of such request or shall not thereafter proceed to cause the meeting to be held as provided
herein, then the Company, the Guarantor or the Holders of Securities of such series and Tranches in the amount above specified,
as the case may be, may determine the time and the place in the Borough of Manhattan, The City of New York, or in such other place
as shall be determined or approved by the Company or the Guarantor, for such meeting and may call such meeting for such purposes
by giving notice thereof as provided in subsection (a) of this Section.


 


(c)          Any
meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, shall be valid without notice
if the Holders of all Outstanding Securities of such series or Tranches are present in person or by proxy and if representatives
of the Company, the Guarantor and the Trustee are present, or if notice is waived in writing before or after the meeting by the
Holders of all Outstanding Securities of such series, or any Tranche or Tranches thereof, or by such of them as are not present
at the meeting in person or by proxy, and by the Company, the Guarantor and the Trustee.


 




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section
1303.      Persons Entitled to Vote at Meetings.


 


To be entitled to vote at
any meeting of Holders of Securities of one or more, or all, series, or any Tranche or Tranches thereof, a Person shall be (a)
a Holder of one or more Outstanding Securities of such series or Tranches, or (b) a Person appointed by an instrument in writing
as proxy for a Holder or Holders of one or more Outstanding Securities of such series or Tranches by such Holder or Holders. The
only Persons who shall be entitled to attend any meeting of Holders of Securities of any series or Tranche shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the Trustee and its counsel and any representatives
of the Company, the Guarantor and their counsel.


 


section
1304.      Quorum; Action.


 


The Persons entitled to vote
a majority in aggregate principal amount of the Outstanding Securities of the series and Tranches with respect to which a meeting
shall have been called as hereinbefore provided, considered as one class, shall constitute a quorum for a meeting of Holders of
Securities of such series and Tranches; provided, however, that if any action is to be taken at such
meeting which this Indenture expressly provides may be taken by the Holders of a specified percentage, which is less than a majority,
in principal amount of the Outstanding Securities of such series and Tranches, considered as one class, the Persons entitled to
vote such specified percentage in principal amount of the Outstanding Securities of such series and Tranches, considered as one
class, shall constitute a quorum. In the absence of a quorum within one hour of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series and Tranches, be dissolved. In any other case the meeting
may be adjourned for such period as may be determined by the chairman of the meeting prior to the adjournment of such meeting.
In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such adjourned meeting. Except as provided by Section
1305(e), notice of the reconvening of any meeting adjourned for more than thirty (30) days shall be given as provided in
Section 1302(a) not less than ten (10) days prior to the date on which the meeting is scheduled to be reconvened.
Notice of the reconvening of an adjourned meeting shall state expressly the percentage, as provided above, of the principal amount
of the Outstanding Securities of such series and Tranches which shall constitute a quorum.


 


Except as limited by Section
1202, any resolution presented to a meeting or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in aggregate principal amount of the Outstanding Securities
of the series and Tranches with respect to which such meeting shall have been called, considered as one class; provided,
however, that, except as so limited, any resolution with respect to any action which this Indenture expressly provides
may be taken by the Holders of a specified percentage, which is less than a majority, in principal amount of the Outstanding Securities
of such series and Tranches, considered as one class, may be adopted at a meeting or an adjourned meeting duly reconvened and at
which a quorum is present as aforesaid by the affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of such series and Tranches, considered as one class.


 


Any resolution passed or
decision taken at any meeting of Holders of Securities duly held in accordance with this Section shall be binding on all the Holders
of Securities of the series and Tranches with respect to which such meeting shall have been held, whether or not present or represented
at the meeting.


 




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section
1305.      Attendance at Meetings; Determination of Voting Rights; Conduct and
Adjournment of Meetings.


 


(a)          Attendance
at meetings of Holders of Securities may be in person or by proxy; and, to the extent permitted by law, any such proxy shall remain
in effect and be binding upon any future Holder of the Securities with respect to which it was given unless and until specifically
revoked by the Holder or future Holder of such Securities before being voted.


 


(b)          Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Securities in regard to proof of the holding of such Securities and of the appointment of proxies and in regard to
the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of
the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise
permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section
104 and the appointment of any proxy shall be proved in the manner specified in Section 104. Such regulations
may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.


 


(c)          The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting, unless the meeting shall have been called
by the Company or the Guarantor or by Holders as provided in Section 1302(b), in which case the Company or the Guarantor
or the Holders of Securities of the series and Tranches calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the meeting shall be elected by vote of the Persons entitled
to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented at the meeting,
considered as one class.


 


(d)          At
any meeting each Holder or proxy shall be entitled to one vote for each $[1,000] principal amount of Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Security
challenged as not Outstanding and ruled by the chairman of the meeting to be not Outstanding. The chairman of the meeting shall
have no right to vote, except as a Holder of a Security or proxy.


 


(e)          Any
meeting duly called pursuant to Section 1302 at which a quorum is present may be adjourned from time to time by Persons
entitled to vote a majority in aggregate principal amount of the Outstanding Securities of all series and Tranches represented
at the meeting, considered as one class; and the meeting may be held as so adjourned without further notice.


 


section
1306.      Counting Votes and Recording Action of Meetings.


 


The vote upon any resolution
submitted to any meeting of Holders shall be by written ballots on which shall be subscribed the signatures of the Holders or of
their representatives by proxy and the principal amounts and serial numbers of the Outstanding Securities, of the series and Tranches
with respect to which the meeting shall have been called, held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports of all votes cast at the meeting. A record in triplicate
of the proceedings of each meeting of Holders shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting and showing that said notice was given as provided
in Section 1302 and, if applicable, Section 1304. Each copy shall be signed and verified by the affidavits
of the permanent chairman and secretary of the meeting and one such copy shall be delivered to each of the Company, the Guarantor,
and the Trustee to be preserved by the Trustee, the latter to have attached thereto the ballots voted at the meeting. Any record
so signed and verified shall be conclusive evidence of the matters therein stated.


 




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section
1307.      Action Without Meeting.


 


In lieu of a vote of Holders
at a meeting as hereinbefore contemplated in this Article, any request, demand, authorization, direction, notice, consent, waiver
or other action may be made, given or taken by Holders by one or more written instruments as provided in Section 104.


 


ARTICLE
Fourteen


 


Guarantee


 


section
1401.      Guarantee.


 


Subject to the terms of this
Article, the Guarantor hereby unconditionally and irrevocably guarantees to each Holder of a Security authenticated and delivered
by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if
any, and interest, if any, on the Securities of such series when and as the same shall become due and payable, whether at the Stated
Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and
of this Indenture, regardless of any defense, right of set-off or counterclaim that the Guarantor may have (except the defense
of payment). In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such
payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration
of acceleration, call for redemption or otherwise, and as if such payment were made by the Company. The Guarantor’s obligation
to make a guarantee payment may be satisfied by direct payment of the required amounts by the Guarantor to the Holder of the Security
or to a Paying Agent, or by causing the Company to pay such amount to such Holder or a Paying Agent.


 


The Guarantor hereby agrees
that its payment obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity,
irregularity or unenforceability of such Security or this Indenture, any failure to enforce the provisions of such Security or
this Indenture, or any waiver, modification or indulgence granted to the Company with respect thereto (except that the Guarantor
will have the benefit of any waiver, modification or indulgence granted to the Company in accordance with this Indenture), by the
Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge
or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such
waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security,
or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium
payable upon redemption thereof), or change the Stated Maturity thereof, or increase the principal amount of any Discount Security
that would be due and payable upon a declaration of acceleration or the maturity thereof pursuant to Article Eight
of this Indenture.


 




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The Guarantor hereby waives
the benefits of diligence, presentment, demand for payment, any requirement that the Trustee or any of the Holders exhaust any
right or take any action against the Company or any other Person, the filing of claims with a court in the event of insolvency
or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any
Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged
in respect of any Security except by complete performance of the payment obligations contained in such Security and in this Guarantee.
This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of
a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by
declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of,
or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor
to enforce this Guarantee without first proceeding against the Company.


 


The obligations of the Guarantor
hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium,
if any, and interest, if any, on such Security has been, or has been deemed pursuant to the provisions of Article Seven
of this Indenture to have been, paid in full or otherwise discharged.


 


The Guarantor shall be subrogated
to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Company in respect of any amounts
paid by the Guarantor on account of such Securities pursuant to the provisions of its Guarantee or this Indenture; provided,
however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based
upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder
which then are due and payable shall have been paid in full.


 


This Guarantee shall remain
in full force and effect and continue notwithstanding any petition filed by or against the Company for liquidation or reorganization,
the Company becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for
all or any significant part of the Company’s property and assets, and shall, to the fullest extent permitted by law, continue
to be effective or reinstated, as the case may be, if at any time payment of any Security upon which this Guarantee is endorsed,
is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such
Security, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as
though such payment or performance had not been made. In the event that any such payment, or any part thereof, is rescinded, reduced,
restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid
only by such amount paid and not so rescinded, reduced, restored or returned.


 


section
1402.      Guarantee Subordinate to Senior Indebtedness of the Guarantor.


 


The Guarantor, for itself,
its successors and assigns, covenants and agrees, and each Holder of the Securities of each series, by its acceptance thereof,
likewise covenants and agrees, that the payment under the Guarantee of the principal of and premium, if any, and interest, if any,
on each and all of the Securities is hereby expressly subordinated and junior in right of payment and subject, to the extent and
in the manner set forth in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the Guarantor.
However, the Guarantee will rank equally in right of payment with any Pari Passu Securities of the Guarantor.


 


Each Holder of the Securities
of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any
and all such purposes.


 




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section
1403.      Payment Over of Proceeds of Securities.


 


In the event (a) of any insolvency
or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Guarantor
or a substantial part of its property and assets, or of any proceedings for liquidation, dissolution or other winding up of the
Guarantor, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1404,
that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due
and payable on any Senior Indebtedness of the Guarantor, or (ii) there shall have occurred a default (other than a default in the
payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness of the Guarantor,
as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof, or any other
Person on its or their behalf to accelerate the payment or maturity thereof (with notice or lapse of time, or both), and such default
shall have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii)
of this clause (b), such default shall not have been cured or waived or shall not have ceased to exist, or (c) that the
principal of and/or premium, if any, and/or accrued interest on the Securities of any series shall have been declared due and payable
pursuant to Section 801 and such declaration shall not have been rescinded and annulled as provided in Section 802,
then:


 


(1)         the
holders of all Senior Indebtedness of the Guarantor shall first be entitled to receive payment of the full amount due thereon,
or provision shall be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled
to receive a payment on account of the Guarantee of the principal of, premium, if any, or interest on the indebtedness evidenced
by the Securities, including, without limitation, any payments made pursuant to Article Four and Article Five;


 


(2)         any
payment by, or distribution of property or assets of, the Guarantor of any kind or character, whether in cash, property or securities,
to which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the
Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of such Senior Indebtedness of the Guarantor or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Guarantor may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Guarantor held or represented
by each, to the extent necessary to make payment in full of all Senior Indebtedness of the Guarantor remaining unpaid after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Guarantor,
before any payment or distribution is made to the Holders of the indebtedness evidenced by the Securities or to the Trustee under
the Guarantee and this Indenture; and


 


(3)         in
the event that, notwithstanding the foregoing, any payment by, or distribution of property or assets of, the Guarantor of any kind
or character, whether in cash, property or securities, in respect of principal of, premium, if any, or interest on the Securities
or in connection with any repurchase by the Guarantor of the Securities, shall be received by the Trustee or any Holder before
all Senior Indebtedness of the Guarantor is paid in full, or provision is made for such payment in money or money’s worth,
such payment or distribution in respect of principal of, premium, if any, or interest on the Securities or in connection with any
repurchase by the Guarantor of the Securities shall be paid over to the holders of such Senior Indebtedness of the Guarantor or
their representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing
any such Senior Indebtedness of the Guarantor may have been issued, ratably as aforesaid, for application to the payment of all
Senior Indebtedness of the Guarantor remaining unpaid until all such Senior Indebtedness of the Guarantor shall have been paid
in full, after giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness
of the Guarantor.


 




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Notwithstanding the foregoing,
at any time after the 123rd day following the date of deposit of cash or Eligible Obligations pursuant to Section 701
or Section 702 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited
and any interest thereon will not be subject to any rights of holders of Senior Indebtedness of the Guarantor including, without
limitation, those arising under this Article Fourteen; provided that no event described in clauses
(e) and (f) of Section 801 with respect to the Guarantor has occurred during such 123-day period.


 


For purposes of this Article
only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Guarantor
as reorganized or readjusted, or securities of the Guarantor or any other Corporation provided for by a plan of reorganization
or readjustment which are subordinate in right of payment to all Senior Indebtedness of the Guarantor which may at the time be
outstanding to the same extent as, or to a greater extent than, the Guarantee of the Securities are so subordinated as provided
in this Article. The consolidation of the Guarantor with, or the merger of the Guarantor into, another Corporation or the liquidation
or dissolution of the Guarantor following the conveyance or transfer of its property and assets as an entirety, or substantially
as an entirety, to another Person upon the terms and conditions provided for in Article Eleven hereof shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the purposes of this Section 1403 if such other
Corporation shall, as a part of such consolidation, merger, conveyance or transfer, comply with the conditions stated in Article
Eleven hereof. Nothing in Section 1402 or in this Section 1403 shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 907.


 


section
1404.      Disputes with Holders of Certain Senior Indebtedness of the Guarantor.


 


Any failure by the Guarantor
to make any payment on or perform any other obligation in respect of Senior Indebtedness of the Guarantor, other than any indebtedness
incurred by the Guarantor or assumed or guaranteed, directly or indirectly, by the Guarantor for money borrowed (or any deferral,
renewal, extension or refunding thereof) or any other obligation as to which the provisions of this Section shall have been waived
by the Guarantor in the instrument or instruments by which the Guarantor incurred, assumed, guaranteed or otherwise created such
indebtedness or obligation, shall not be deemed a default under clause (b) of Section 1403 if (i) the Guarantor shall
be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Guarantor which is in full force and effect and is not subject to further review, including
a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review,
or (B) in the event that a judgment that is subject to further review or appeal has been issued, the Guarantor shall in good faith
be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or
review.


 




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section
1405.      Subrogation.


 


Senior Indebtedness of the
Guarantor shall not be deemed to have been paid in full unless the holders thereof shall have received cash (or securities or other
property satisfactory to such holders) in full payment of such Senior Indebtedness of the Guarantor then outstanding. Upon the
payment in full of all Senior Indebtedness of the Guarantor, the rights of the Holders of the Securities shall be subrogated to
the rights of the holders of Senior Indebtedness of the Guarantor to receive any further payments or distributions of cash, property
or securities of the Guarantor applicable to the holders of the Senior Indebtedness of the Guarantor until all amounts owing on
the Securities shall be paid in full; and such payments or distributions of cash, property or securities received by the Holders
of the Securities, by reason of such subrogation, which otherwise would be paid or distributed to the holders of such Senior Indebtedness
of the Guarantor shall, as between the Guarantor, its creditors other than the holders of Senior Indebtedness of the Guarantor,
and the Holders, be deemed to be a payment by the Guarantor to or on account of Senior Indebtedness of the Guarantor, it being
understood that the provisions of this Article are and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness of the Guarantor, on the other hand.


 


section
1406.      Obligation of the Guarantor Unconditional.


 


Nothing contained in this
Article or elsewhere in this Indenture or in the Guarantee is intended to or shall impair, as among the Guarantor, its creditors
other than the holders of Senior Indebtedness of the Guarantor and the Holders, the obligation of the Guarantor, which is absolute
and unconditional, to pay to the Holders, pursuant to the terms of the Guarantee, the principal of, premium, if any, and interest
on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall
affect the relative rights of the Holders and creditors of the Guarantor other than the holders of Senior Indebtedness of the Guarantor,
nor shall anything herein or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable
law upon default under this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness
of the Guarantor in respect of cash, property or securities of the Guarantor received upon the exercise of any such remedy.


 


Upon any payment or distribution
of cash, property or securities of the Guarantor referred to in this Article, the Trustee and the Holders shall be entitled to
rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of
the Senior Indebtedness of the Guarantor and other indebtedness of the Guarantor, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article.


 


The Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the
Guarantor (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such
Senior Indebtedness of the Guarantor may have been issued) to establish that such notice has been given by a holder of such Senior
Indebtedness of the Guarantor or such representative or trustee on behalf of such holder. In the event that the Trustee determines
in good faith that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness of the
Guarantor or its representative or representatives or the trustee or trustees under any indenture under which any instruments evidencing
any such Senior Indebtedness of the Guarantor may have been issued to participate in any payment or distribution pursuant to this
Article, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness of the Guarantor held by such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the right of such Person under this Article, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to
receive such payment or distribution.


 


section
1407.      Priority of Senior Indebtedness of the Guarantor Upon Maturity.


 


Upon the maturity of the
principal of any Senior Indebtedness of the Guarantor by lapse of time, acceleration or otherwise, all matured principal of Senior
Indebtedness of the Guarantor and interest, premium and other payment obligation, if any, thereon shall first be paid in full before
any payment of principal or premium, if any, or interest, if any, is made upon the Securities under the Guarantee.


 




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section
1408.      Trustee as Holder of Senior Indebtedness of the Guarantor.


 


The Trustee shall be entitled
to all rights set forth in this Article with respect to any Senior Indebtedness of the Guarantor at any time held by it, to the
same extent as any other holder of Senior Indebtedness of the Guarantor. Nothing in this Article shall deprive the Trustee of any
of its rights as such holder.


 


section
1409.      Notice to Trustee to Effectuate Subordination.


 


Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received
written notice thereof from the Guarantor, from a Holder or from a holder of any Senior Indebtedness of the Guarantor or from any
representative or representatives of such holder or any trustee or trustees under any indenture under which any instruments evidencing
any such Senior Indebtedness of the Guarantor may have been issued and, prior to the receipt of any such written notice, the Trustee
shall be entitled, subject to Section 901, in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which by the terms of this Indenture any
such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 701
or 702 acknowledging that Securities or portions thereof are deemed to have been paid for all purposes of this Indenture,
acknowledging that the entire indebtedness of the Company and the Guarantor in respect thereof has been satisfied and discharged
or acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding the date of such
execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Section, then, anything
herein contained to the contrary notwithstanding, the Trustee may, in its discretion, receive such moneys and/or apply the same
to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may be received by
it on or after such date; provided, however, that no such application shall affect the obligations
under this Article of the Persons receiving such moneys from the Trustee.


 


section
1410.      Modification, Extension, etc. of Senior Indebtedness of the Guarantor.


 


The holders of Senior Indebtedness
of the Guarantor or their representative or representatives and/or the trustee or trustees under any indenture under which any
instruments evidencing any such Senior Indebtedness of the Guarantor may have been issued may, without affecting in any manner
the subordination of the payment of the principal of and premium, if any, and interest, if any, on the Securities under the Guarantee,
at any time or from time to time and in their absolute discretion, agree with the Guarantor to change the manner, place or terms
of payment, change or extend the time of payment of, or renew or alter, any Senior Indebtedness of the Guarantor, or amend or supplement
any instrument pursuant to which any Senior Indebtedness of the Guarantor is issued, or exercise or refrain from exercising any
other of their rights under the Senior Indebtedness of the Guarantor including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders or the Trustee.


 




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section
1411.      Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of
the Guarantor.


 


With respect to the holders
of Senior Indebtedness of the Guarantor, the Trustee undertakes to perform or to observe only such of its covenants and objectives
as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness of the Guarantor shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Indebtedness of the Guarantor, and shall not be liable to any such holders if it shall
mistakenly pay over or deliver to the Holders or the Guarantor or any other Person, money or assets to which any holders of Senior
Indebtedness of the Guarantor shall be entitled by virtue of this Article or otherwise.


 


section
1412.      Paying Agents Other Than the Trustee.


 


In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Guarantor and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1408, 1409 and 1411
shall not apply to the Guarantor if it acts as Paying Agent.


 


section
1413.      Rights of Holders of Senior Indebtedness of the Guarantor Not Impaired.


 


No right of any present or
future holder of Senior Indebtedness of the Guarantor to enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Guarantor or by any noncompliance by the Guarantor with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged
with.


 


section
1414.      Effect of Subordination Provisions; Termination.


 


Notwithstanding anything
contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this Indenture
shall be subject to the provisions of this Article, so far as the same may be applicable thereto.


 


Notwithstanding anything
contained herein to the contrary, the provisions of this Article Fourteen shall be of no further effect, and the
Guarantee shall no longer be subordinated in right of payment to the prior payment of Senior Indebtedness of the Guarantor, if,
and to the extent, the Guarantor shall have delivered to the Trustee a notice to such effect. Any such notice delivered by the
Guarantor shall not be deemed to be a supplemental indenture for purposes of Article Twelve.


 


section
1415.      Execution and Delivery of Guarantee.


 


The Guarantee to be endorsed
on the Securities of each series shall include a summary of the terms of the Guarantee set forth in Sections 1401 and 1402
and any other terms, including exceptions to such Guarantee, that may be set forth as established pursuant to Section 301.
The Guarantor hereby agrees to execute its Guarantee, in a form established pursuant to Section 201, to be endorsed
on each Security authenticated and delivered by the Trustee.


 


The Guarantee shall be executed
on behalf of the Guarantor by an Authorized Officer of the Guarantor. The signature of any such officer on the Guarantee may be
manual or facsimile.


 




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A Guarantee bearing the manual
or facsimile signature of an individual who was at the time of execution an Authorized Officer of the Guarantor shall bind the
Guarantor, notwithstanding that any such individual has ceased to be an Authorized Officer prior to the authentication and delivery
of the Security on which such Guarantee is endorsed or was not an Authorized Officer at the date of such Guarantee.


 


The delivery of any Security
by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on
behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in this Article Fourteen (and as
established pursuant to Section 301) shall remain in full force and effect notwithstanding any failure to endorse
a Guarantee on any Security.


 


ARTICLE
Fifteen


 


Subordination
of Securities


 


section
1501.      Securities Subordinate to Senior Indebtedness of the Company.


 


The Company, for itself,
its successors and assigns, covenants and agrees, and each Holder of the Securities of each series, by its acceptance thereof,
likewise covenants and agrees, that the payment of the principal of and premium, if any, and interest, if any, on each and all
of the Securities is hereby expressly subordinated and junior in right of payment, and subject, to the extent and in the manner
set forth in this Article, in right of payment to the prior payment in full of all Senior Indebtedness of the Company. However,
the Securities of each series will rank equally in right of payment with any Pari Passu Securities of the Company.


 


Each Holder of the Securities
of each series, by its acceptance thereof, authorizes and directs the Trustee on its behalf to take such action as may be necessary
or appropriate to effectuate the subordination as provided in this Article, and appoints the Trustee its attorney-in-fact for any
and all such purposes.


 


section
1502.      Payment Over of Proceeds of Securities.


 


In the event (a) of any insolvency
or bankruptcy proceedings or any receivership, liquidation, reorganization or other similar proceedings in respect of the Company
or a substantial part of its property and assets, or of any proceedings for liquidation, dissolution or other winding up of the
Company, whether or not involving insolvency or bankruptcy, or (b) subject to the provisions of Section 1503,
that (i) a default shall have occurred with respect to the payment of principal of or interest on or other monetary amounts due
and payable on any Senior Indebtedness of the Company, or (ii) there shall have occurred a default (other than a default in the
payment of principal or interest or other monetary amounts due and payable) in respect of any Senior Indebtedness of the Company,
as defined therein or in the instrument under which the same is outstanding, permitting the holder or holders thereof, or any other
Person on its or their behalf to accelerate the maturity thereof (with notice or lapse of time, or both), and such default shall
have continued beyond the period of grace, if any, in respect thereof, and, in the cases of subclauses (i) and (ii)
of this clause (b), such default shall not have been cured or waived or shall not have ceased to exist, or (c) that
the principal of and/or premium, if any, and/or accrued interest, if any, on the Securities of any series shall have been declared
due and payable pursuant to Section 801 and such declaration shall not have been rescinded and annulled as provided
in Section 802, then:


 




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(1)         the
holders of all Senior Indebtedness of the Company shall first be entitled to receive payment of the full amount due thereon, or
provision shall be made for such payment in money or money’s worth, before the Holders of any of the Securities are entitled
to receive a payment on account of the principal of, premium if any, or interest on the indebtedness evidenced by the Securities,
including, without limitation, any payments made pursuant to Article Four and Article Five;


 


(2)         any
payment by, or distribution of property or assets of, the Company of any kind or character, whether in cash, property or securities,
to which any Holder or the Trustee would be entitled except for the provisions of this Article, shall be paid or delivered by the
Person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee or otherwise, directly
to the holders of such Senior Indebtedness of the Company or their representative or representatives or to the trustee or trustees
under any indenture under which any instruments evidencing any of such Senior Indebtedness of the Company may have been issued,
ratably according to the aggregate amounts remaining unpaid on account of such Senior Indebtedness of the Company held or represented
by each, to the extent necessary to make payment in full of all Senior Indebtedness of the Company remaining unpaid after giving
effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the Company,
before any payment or distribution is made to the Holders of the indebtedness evidenced by the Securities or to the Trustee under
this Indenture; and


 


(3)         in
the event that, notwithstanding the foregoing, any payment by, or distribution of property or assets of, the Company of any kind
or character, whether in cash, property or securities, in respect of principal of, or premium, if any, or interest on the Securities
or in connection with any repurchase by the Company of the Securities, shall be received by the Trustee or any Holder before all
Senior Indebtedness of the Company is paid in full, or provision is made for such payment in money or money’s worth, such
payment or distribution in respect of principal of, or premium, if any, or interest on the Securities or in connection with any
repurchase by the Company of the Securities shall be paid over to the holders of such Senior Indebtedness of the Company or their
representative or representatives or to the trustee or trustees under any indenture under which any instruments evidencing any
such Senior Indebtedness of the Company may have been issued, ratably as aforesaid, for application to the payment of all Senior
Indebtedness of the Company remaining unpaid until all such Senior Indebtedness of the Company shall have been paid in full, after
giving effect to any concurrent payment or distribution (or provision therefor) to the holders of such Senior Indebtedness of the
Company.


 


Notwithstanding the foregoing,
at any time after the 123rd day following the date of deposit of cash or Eligible Obligations pursuant to Section 701
or Section 702 (provided all conditions set out in such Section shall have been satisfied), the funds so deposited
and any interest thereon will not be subject to any rights of holders of Senior Indebtedness of the Company including, without
limitation, those arising under this Article Fifteen; provided that no event described in clauses
(e) and (f) of Section 801 with respect to the Company has occurred during such 123-day period.


 


For purposes of this Article
only, the words “cash, property or securities” shall not be deemed to include shares of stock of the Company as reorganized
or readjusted, or securities of the Company or any other Person provided for by a plan of reorganization or readjustment which
are subordinate in right of payment to all Senior Indebtedness of the Company which may at the time be outstanding to the same
extent as, or to a greater extent than, the Securities are so subordinated as provided in this Article. The consolidation of the
Company with, or the merger of the Company into, another Person or the liquidation or dissolution of the Company following the
conveyance or transfer of its property and assets as an entirety, or substantially as an entirety, to another Person upon the terms
and conditions provided for in Article Eleven hereof shall not be deemed a dissolution, winding-up, liquidation or
reorganization for the purposes of this Section 1502 if such other Person shall, as a part of such consolidation,
merger, conveyance or transfer, comply with the conditions stated in Article Eleven hereof. Nothing in Section
1501 or in this Section 1502 shall apply to claims of, or payments to, the Trustee under or pursuant to Section
907.


 




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section
1503.      Disputes with Holders of Certain Senior Indebtedness of the Company.


 


Any failure by the Company
to make any payment on or perform any other obligation in respect of Senior Indebtedness of the Company, other than any indebtedness
incurred by the Company or assumed or guaranteed, directly or indirectly, by the Company for money borrowed (or any deferral, renewal,
extension or refunding thereof) or any other obligation as to which the provisions of this Section shall have been waived by the
Company in the instrument or instruments by which the Company incurred, assumed, guaranteed or otherwise created such indebtedness
or obligation, shall not be deemed a default under clause (b) of Section 1502 if (i) the Company shall
be disputing its obligation to make such payment or perform such obligation and (ii) either (A) no final judgment relating to such
dispute shall have been issued against the Company which is in full force and effect and is not subject to further review, including
a judgment that has become final by reason of the expiration of the time within which a party may seek further appeal or review,
or (B) in the event that a judgment that is subject to further review or appeal has been issued, the Company shall in good faith
be prosecuting an appeal or other proceeding for review and a stay of execution shall have been obtained pending such appeal or
review.


 


section
1504.      Subrogation.


 


Senior Indebtedness of the
Company shall not be deemed to have been paid in full unless the holders thereof shall have received cash (or securities or other
property satisfactory to such holders) in full payment of such Senior Indebtedness of the Company then outstanding. Upon the payment
in full of all Senior Indebtedness of the Company, the rights of the Holders of the Securities shall be subrogated to the rights
of the holders of Senior Indebtedness of the Company to receive any further payments or distributions of cash, property or securities
of the Company applicable to the holders of the Senior Indebtedness of the Company until all amounts owing on the Securities shall
be paid in full; and such payments or distributions of cash, property or securities received by the Holders of the Securities,
by reason of such subrogation, which otherwise would be paid or distributed to the holders of such Senior Indebtedness of the Company
shall, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Holders, be
deemed to be a payment by the Company to or on account of Senior Indebtedness of the Company, it being understood that the provisions
of this Article are and are intended solely for the purpose of defining the relative rights of the Holders, on the one hand, and
the holders of the Senior Indebtedness of the Company, on the other hand.


 


section
1505.      Obligation of the Company Unconditional.


 


Nothing contained in this
Article or elsewhere in this Indenture or in the Securities is intended to or shall impair, as among the Company, its creditors
other than the holders of Senior Indebtedness of the Company and the Holders, the obligation of the Company, which is absolute
and unconditional, to pay to the Holders the principal of, premium, if any, and interest, if any, on the Securities as and when
the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of
the Holders and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein
or therein prevent the Trustee or any Holder from exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article of the holders of Senior Indebtedness of the Company in respect
of cash, property or securities of the Company received upon the exercise of any such remedy.


 




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Upon any payment or distribution
of assets, cash or property or securities of the Company referred to in this Article, the Trustee and the Holders shall be entitled
to rely upon any order or decree of a court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of
the Senior Indebtedness of the Company and other indebtedness of the Company, the amount thereof or payable thereon, the amount
or amounts paid or distributed thereon, and all other facts pertinent thereto or to this Article.


 


The Trustee shall be entitled
to rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness of the
Company (or a representative of such holder or a trustee under any indenture under which any instruments evidencing any such Senior
Indebtedness of the Company may have been issued) to establish that such notice has been given by a holder of such Senior Indebtedness
of the Company or such representative or trustee on behalf of such holder. In the event that the Trustee determines in good faith
that further evidence is required with respect to the right of any Person as a holder of Senior Indebtedness, or its representative
or representatives or trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness
of the Company may have been issued, to participate in any payment or distribution pursuant to this Article, the Trustee may request
such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness of the Company
held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts
pertinent to the right of such Person under this Article, and, if such evidence is not furnished, the Trustee may defer any payment
to such Person pending judicial determination as to the right of such Person to receive such payment or distribution.


 


section
1506.      Priority of Senior Indebtedness of the Company Upon Maturity.


 


Upon the maturity of the
principal of any Senior Indebtedness of the Company by lapse of time, acceleration or otherwise, all matured principal of Senior
Indebtedness of the Company and interest, premium and other payment obligation, if any, thereon shall first be paid in full before
any payment of principal or premium, if any, or interest, if any, is made upon the Securities or before any Securities can be acquired
by the Company or any sinking fund payment is made with respect to the Securities (except that required sinking fund payments may
be reduced by Securities acquired before such maturity of such Senior Indebtedness of the Company).


 


section
1507.      Trustee as Holder of Senior Indebtedness of the Company; Preservation
of Trustee’ Rights.


 


The Trustee shall be entitled
to all rights set forth in this Article with respect to any Senior Indebtedness of the Company at any time held by it, to the same
extent as any other holder of Senior Indebtedness of the Company. Nothing in this Article shall deprive the Trustee of any of its
rights as such holder.


 


Nothing in this Article shall
apply to claims of, or payments to, the Trustee under or pursuant to Section 907.


 




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section
1508.      Notice to Trustee to Effectuate Subordination.


 


Notwithstanding the provisions
of this Article or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any payment of moneys to or by the Trustee unless and until the Trustee shall have received
written notice thereof from the Company, from a Holder or from a holder of any Senior Indebtedness of the Company or from any representative
or representatives of such holder or any trustee or trustees under any indenture under which any instruments evidencing any such
Senior Indebtedness of the Company may have been issued and, prior to the receipt of any such written notice, the Trustee shall
be entitled, subject to Section 901, in all respects to assume that no such facts exist; provided,
however, that, if prior to the fifth Business Day preceding the date upon which by the terms of this Indenture any
such moneys may become payable for any purpose, or in the event of the execution of an instrument pursuant to Section 701
or Section 702 acknowledging that Securities or portions thereof are deemed to have been paid for all purposes
of this Indenture, acknowledging that the entire indebtedness of the Company and the Guarantor in respect thereof has been satisfied
and discharged or acknowledging satisfaction and discharge of this Indenture, then if prior to the second Business Day preceding
the date of such execution, the Trustee shall not have received with respect to such moneys the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Trustee may, in its discretion, receive such moneys and/or
apply the same to the purpose for which they were received, and shall not be affected by any notice to the contrary, which may
be received by it on or after such date; provided, however, that no such application shall affect the
obligations under this Article of the persons receiving such moneys from the Trustee.


 


section
1509.      Modification, Extension, etc. of Senior Indebtedness of the Company.


 


The holders of Senior Indebtedness
of the Company or their representative or representatives or the trustee or trustees under any indenture under which any instruments
evidencing any such Senior Indebtedness of the Company may have been issued may, without affecting in any manner the subordination
of the payment of the principal of and premium, if any, and interest, if any, on the Securities, at any time or from time to time
and in their absolute discretion, agree with the Company to change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any Senior Indebtedness of the Company, or amend or supplement any instrument pursuant to
which any Senior Indebtedness of the Company is issued, or exercise or refrain from exercising any other of their rights under
the Senior Indebtedness of the Company including, without limitation, the waiver of default thereunder, all without notice to or
assent from the Holders or the Trustee.


 


section
1510.      Trustee Has No Fiduciary Duty to Holders of Senior Indebtedness of
the Company.


 


With respect to the holders
of Senior Indebtedness of the Company, the Trustee undertakes to perform or to observe only such of its covenants and objectives
as are specifically set forth in this Indenture, and no implied covenants or obligations with respect to the holders of Senior
Indebtedness of the Company shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary
duty to the holders of Senior Indebtedness of the Company, and shall not be liable to any such holders if it shall mistakenly pay
over or deliver to the Holders or the Company or any other Person, money or assets to which any holders of Senior Indebtedness
of the Company shall be entitled by virtue of this Article or otherwise.


 


section
1511.      Paying Agents Other Than the Trustee.


 


In case at any time any Paying
Agent other than the Trustee shall have been appointed by the Company and be then acting hereunder, the term “Trustee”
as used in this Article shall in such case (unless the context shall otherwise require) be construed as extending to and including
such Paying Agent within its meaning as fully for all intents and purposes as if such Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1507, 1508 and 1510
shall not apply to the Company if it acts as Paying Agent.


 




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section
1512.      Rights of Holders of Senior Indebtedness of the Company Not Impaired.


 


No right of any present or
future holder of Senior Indebtedness of the Company to enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any noncompliance by the Company with the terms, provisions
and covenants of this Indenture, regardless of any knowledge thereof any such holder may have or be otherwise charged with.


 


section
1513.      Effect of Subordination Provisions; Termination.


 


Notwithstanding anything
contained herein to the contrary, other than as provided in the immediately succeeding sentence, all the provisions of this Indenture
shall be subject to the provisions of this Article, so far as the same may be applicable thereto.


 


Notwithstanding anything
contained herein to the contrary, the provisions of this Article Fifteen shall be of no further effect, and the Securities
shall no longer be subordinated in right of payment to the prior payment of Senior Indebtedness of the Company, if, and to the
extent, the Company shall have delivered to the Trustee a notice to such effect. Any such notice delivered by the Company shall
not be deemed to be a supplemental indenture for purposes of Article Twelve.


 


ARTICLE
Sixteen


 


Immunity
of Incorporators, Stockholders, Officers and Directors


 


section
1601.      Liability Solely Corporate.


 


No recourse shall be had
for the payment of the principal of or premium, if any, or interest, if any, on any Securities or any Guarantee, or any part thereof,
or for any claim based thereon or otherwise in respect thereof, or of the indebtedness represented thereby, or upon any obligation,
covenant or agreement under this Indenture, against any incorporator, stockholder, member, limited partner, officer, manager or
director, as such, past, present or future of the Company or the Guarantor or of any predecessor or successor Person of either
of them (either directly or through the Company or the Guarantor, as the case may be, or a predecessor or successor Person of either
of them), whether by virtue of any constitutional provision, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly agreed and understood that this Indenture and all the Securities and Guarantees are solely
corporate obligations, and that, except as otherwise provided as contemplated by Section 301, no personal liability
whatsoever shall attach to, or be incurred by, any incorporator, stockholder, member, limited partner, officer, manager or director,
past, present or future, of the Company or of the Guarantor or of any predecessor or successor Person of either of them, either
directly or indirectly through the Company or the Guarantor or of any predecessor or successor Person, because of the indebtedness
hereby authorized or under or by reason of any of the obligations, covenants or agreements contained in this Indenture or in any
of the Securities and Guarantees or to be implied herefrom or therefrom, and that any such personal liability is hereby expressly
waived and released as a condition of, and as part of the consideration for, the execution of this Indenture and the issuance of
the Securities and Guarantees.


 


 



 


This instrument may be executed
in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same instrument.


 




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IN WITNESS WHEREOF, the parties
hereto have caused this Indenture to be duly executed, in New York, New York, as of the day and year first above written.


 


	 	NEXTERA ENERGY CAPITAL HOLDINGS, INC.,
	 	as Issuer
	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 	 
	 	NEXTERA ENERGY, INC.,
	 	as Guarantor
	 	 	 
	 	By:	     	    
	 	 	Name:
	 	 	Title:
	 	 
	 	THE BANK OF NEW YORK MELLON,
	 	as Trustee
	 	 	    
	 	By:	    	     
	 	 	Name:
	 	 	Title:


 




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